Common use of Effectiveness of Incremental Amendment Clause in Contracts

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; (ii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence); and (iii) the aggregate principal amount of Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event (x) if the proceeds of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is Indebtedness are being used to finance an acquisition a Permitted Acquisition or investment Investment permitted by this Agreementhereunder, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(for (f) shall have occurred and be continuing or would exist after giving effect to such Incremental CommitmentsIndebtedness, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Indebtedness; (ii) [Reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceclause (iv) below); and (iiiiv) the aggregate amount of the Incremental Term Loans and the Incremental Equivalent Debt shall not exceed (A) an amount equal to $80,000,000, minus, the aggregate principal amount of any First Lien Incremental Commitments shall not, together with the aggregate principal amount of Permitted Term Loans and any First Lien Incremental Equivalent Debt, exceed Debt incurred or issued in the aggregate (Areliance on Section 2.14(d)(iv)(A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less of the First Lien Incremental Usage Amount) Credit Agreement (or any equivalent provision of a First Lien Credit Agreement designated as such in connection with a Permitted Refinancing thereof), plus (B) at the Borrowers’ option, up to an additional amount of Incremental Term Loans together with the aggregate principal amount of Permitted and/or Incremental Equivalent Debt, so long as, in the case of this clause (B) only, (x) [reserved], (y) if such that Indebtedness is to be secured on a pari passu or junior basis as to security with the Obligations, the Consolidated Total Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the Test Period purposes of such calculation) is no more than 4.50 to 1.00 as of the last day of the most recently ended calculated Test Period for which financial statements are internally available, determined on a pro forma basis the applicable Incremental Facility Closing Date, after giving effect to any such incurrenceincurrence or issuance on a Pro Forma Basis and, does not exceed (A) prior in each case, treating all refinancing Indebtedness in respect of such Indebtedness that is unsecured as at all times being secured on a junior lien basis to the Delayed Draw Funding Date 5.50 to 1.00 or Facility (B) on and after unless the Delayed Draw Funding Date, 5.00 to 1.00 (Borrower complies with the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use Consolidated Total Net Leverage Ratio described in succeeding clause (Bz) at the time of the Available Incremental Amount prior to clause (A) thereof, and if both clause (Aincurrence of such refinancing Indebtedness) and (Bz) are available and in the Borrowers do not make an electioncase of Incremental Equivalent Debt that is unsecured, the Borrowers will be deemed to have elected clause Consolidated Total Net Leverage Ratio (B) determined on a Pro Forma Basis in accordance with Section 1.09 and (y) without netting the cash proceeds of any amounts such Indebtedness being so incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating such calculation) is no more than 5.50 to 1.00 as of the Secured Net Leverage Ratio in connection with last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence or issuance on a Pro Forma Basis, plus (C) an amount equal to the sum of all voluntary prepayments or repurchases of Term Loans made pursuant to Section 2.05(a) or Section 10.07(l)(x) (other than Incremental Term Loans incurred in reliance on preceding clause (B). It is understood and agreed that ) except to the full amount available under clause extent, in each case, financed with long term Indebtedness (A) shall have been used in connection with the 2015-1 other than Revolving Commitment IncreaseCredit Loans).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) (x) if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, no Default or Event of Default under Sections 8.01(a) or, solely with respect to the Borrower, Section 8.01(f) shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement(y) if otherwise, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; (ii) after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); provided that if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, there shall be no requirement to satisfy any or all conditions of Section 4.02(i), instead, the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations; provided, further, that the Incremental Lenders providing such Incremental Commitments may waive the requirement regarding the accuracy of Specified Representations; (iii) [reserved]; (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment increments of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(d)(v)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in increments of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.14(d)(v); and); (iiiv) the aggregate principal amount of the Incremental Term Loans and the Incremental Revolving Credit Commitments shall not, together with not exceed the aggregate principal amount sum of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) the Incremental Base Amount plus (1B) all voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent First Lien Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(v) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements of Incremental Term Loans and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Incremental Revolving Credit Commitments, to the extent such Incremental Term Loans and Incremental Revolving Credit Commitments were obtained pursuant to clause (C) below or to the extent funded with a contemporaneous incurrence of long-term funded Indebtedness (other than revolving loans)), plus (C) additional amounts (including at any time prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount utilization of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available amounts under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause and (B) above) so long as (1) if such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Initial Term Loans, the Consolidated First Lien Net Leverage Ratio, determined on a Pro Forma Basis as of the Available Incremental Amount prior last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed 4.85 to clause 1.00, (A2) thereofif such Indebtedness is secured by the Collateral on a junior Lien basis to the Liens securing the Initial Term Loans, the Consolidated Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed 6.25 to 1.00 and (3) if both clause such Indebtedness is unsecured (or not secured by all or any portion of the Collateral), either (I) the Consolidated Total Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed 6.25 to 1.00 or (II) the Consolidated Interest Coverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, is not less than 2.00 to 1.00 (the amounts under the foregoing clauses (A) and (B) are available herein referred to as the “Free and Clear Incremental Amount”, and the Borrowers do not make an electionamounts under the foregoing clause (C) are herein referred to as the “Incurrence-Based Incremental Amount” (the Free and Clear Incremental Amount, together with the Borrowers will Incurrence-Based Incremental Amount, less the aggregate principal amount of Indebtedness incurred pursuant to Section 7.03(q) and Section 7.03(w) at or prior to such time, are herein referred to as the “Available Incremental Amount”)); and (vi) such other conditions as the Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent shall agree. The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Facility incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Facility, such reclassification shall be deemed to have automatically occurred whether or not elected clause by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (Ba) it shall be assumed that all commitments under any Incremental Revolving Facility then being established are fully drawn, (b) the cash proceeds of any Incremental Facility shall be excluded from “net” Indebtedness in determining whether such Incremental Facility can be incurred (provided that the use of proceeds thereof and any other Pro Forma Adjustments shall be included) and (yc) any amounts incurred under clause the incurrence (Aincluding by assumption or guarantee) of any Indebtedness in respect of the Available Revolving Credit Facility (and/or any Incremental Amount concurrently with amounts incurred under clause (BRevolving Facility) thereof will not count as Indebtedness prior to, or simultaneously with, the event for which the purposes Pro Forma Compliance determination of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It ratio or other test is understood and agreed that the full amount available under clause (A) being made, shall have been used in connection with the 2015-1 Revolving Commitment Increasebe disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Loan Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.09(f), no Default or Event of Default shall exist or would exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Loan Commitments; (ii) subject to Section 1.09(f), the representations and warranties of each Loan Party set forth in Article IV and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in clause (iv) below) or an increment less than $1,000,000 if needed to ensure fungibility of the next sentence); andIncremental Term Loans; (iiiiv) the aggregate principal amount of the Incremental Loan Commitments shall not, together with not exceed the aggregate principal amount of Permitted Available Incremental Equivalent Debt, exceed in the aggregate Amount; (v) (A) to the extent reasonably requested by the Administrative Agent, the receipt by the Administrative Agent of (1) prior customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Delayed Draw Funding Date, $100,000,000 or Administrative Agent) and (2) on reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Incremental Loan Commitments are provided with the benefit of the applicable Loan Documents, and after (B) to the Delayed Draw Funding Date $150,000,000 pursuant extent provided in the applicable Incremental Amendment, such other conditions as the Borrower and the Lenders providing such Incremental Loan Commitments may agree; (vi) to the extent the Borrower establishes a New Revolving Facility, then the Administrative Agent and the Borrower shall be permitted to amend this clause Agreement to, among other things, (A) (less in the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) case of the Available Incremental Amount prior establishment of the initial New Revolving Facility, establish revolving facility mechanics, letter of credit sub-facilities and swingline sub-facilities and make such other technical or conforming amendments to clause this Agreement to incorporate a “cash flow” revolving credit facility (A) thereof, and if both clause (Aincluding without limitation increases in the number of Interest Periods permitted to be in effect) and (B) are available require borrowings and repayments on a pro rata basis among the Borrowers do not make an electionNew Revolving Facility and any Existing Revolving Credit Facility (except for (1) payments of interest and fees at different rates for each such facility (and related outstandings), (2) repayments required upon the Borrowers will Maturity Date of any such facility, and (3) repayments made in connection with a permanent repayment and termination of such facilities after the effective date of such New Revolving Facility); and (vii) (A) in the case of any Revolving Credit Commitment Increase, (1) the final maturity shall be deemed the same as the Maturity Date applicable to have elected clause the applicable then-outstanding revolving credit facility under this Agreement (the “Existing Revolving Credit Facility”), (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Commitment Increase Facility shall be permitted and (3) the terms and documentation applicable to the Existing Revolving Credit Facility shall apply, (B) in the case of any subsequent New Revolving Facility, (1) the final maturity shall be no earlier than the Maturity Date applicable to the Existing Revolving Credit Facility and (y2) any amounts incurred under clause (A) of no amortization or mandatory commitment reduction prior to the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for Maturity Date applicable to the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) initial New Revolving Facility shall have been used in connection with the 2015-1 Revolving Commitment Increasebe permitted.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; (ii) after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); (iii) the Parent Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans or Incremental Revolving Credit Commitments, as applicable, available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Parent Borrower for testing compliance therewith, and, in each case, with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Loans; (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $20,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence); and (iiiv) the aggregate principal amount of the Incremental Term Loans and the Incremental Revolving Credit Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, not exceed (A) $300,000,000 in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ its option, up to an additional amount of Incremental Term Loans together with or Incremental Revolving Credit Commitment Increases so long as the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Consolidated First Lien Net Leverage Ratio for is no more than 4.00 to 1.00 as of the Test Period last day of the most recently ended calculated period of four fiscal quarters of the Parent Borrower for which financial statements are internally available, determined on a pro forma basis the applicable Incremental Facility Closing Date, after giving effect to any such incurrenceincurrence on a Pro Forma Basis, does not exceed (A) prior and, in each case, with respect to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Dateany Incremental Revolving Credit Commitment, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) assuming a borrowing of the Available Incremental Amount prior to clause (A) thereofmaximum amount of Loans available thereunder, and if both clause (A) and (B) are available and excluding the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) cash proceeds of any amounts incurred under clause (A) of the Available such Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Term Loans or Incremental Revolving Commitment IncreaseCredit Commitments.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) (x) if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, no Default or Event of Default under Sections 8.01(a) or, solely with respect to the Borrower, Section 8.01(f) shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement(y) if otherwise, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; (ii) after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); provided that if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, there shall be no requirement to satisfy any or all conditions of Section 4.02(i), instead, the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations, in each case, subject to the provisions set forth herein in connection with Limited Condition Transactions; provided, further, that the Incremental Lenders providing such Incremental Commitments may waive the requirement regarding the accuracy of Specified Representations; (iii) [reserved]; (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment increments of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(d)(v)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in increments of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.14(d)(v); and); (iiiv) the aggregate principal amount of the Incremental Term Loans and the Incremental Revolving Credit Commitments shall not, together with not exceed the aggregate principal amount sum of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) the Incremental Base Amount plus (B) all voluntary prepayments, repurchases, redemptions and other retirements of Term Loans, Incremental Equivalent First Lien Debt and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(v) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash for such Loans purchased or retired in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements of Incremental Term Loans and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Incremental Revolving Credit Commitments, to the extent such Incremental Term Loans and Incremental Revolving Credit Commitments were obtained pursuant to clause (C) below or to the extent funded with a contemporaneous incurrence of long-term funded Indebtedness (other than revolving loans)), plus (C) additional amounts (including at any time prior to the utilization of amounts under clauses (A) and (B) above) so long as (1) prior to if such Indebtedness is secured by the Delayed Draw Funding DateCollateral on a pari passu basis with the Liens securing the Initial Term Loans, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the Consolidated First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for Ratio, determined on a Pro Forma Basis as of the Test Period last day of the most recently ended calculated on a pro forma basis after giving effect to any such incurrenceperiod of four consecutive fiscal quarters for which financial statements are internally available, does not exceed (Ax) 4.25 to 1.00 or (y) in the case of any such Indebtedness being applied to finance a Permitted Acquisition or other similar Investment not prohibited hereunder, the Consolidated First Lien Net Leverage Ratio immediately prior to the Delayed Draw Funding Date incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment, (2) if such Indebtedness is secured by the Collateral on a junior lien basis to the Liens securing the Initial Term Loans, the Consolidated Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed (x) 4.25 to 1.00 or (y) in the case of any such Indebtedness being applied to finance a Permitted Acquisition or other similar Investment not prohibited hereunder, the Consolidated Secured Net Leverage Ratio immediately prior to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment and (3) if such Indebtedness is unsecured (or not secured by all or any portion of the Collateral), either (I) the Consolidated Total Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed (x) 5.50 to 1.00 or (By) on in the case of any such Indebtedness being applied to finance a Permitted Acquisition or other similar Investment not prohibited hereunder, the Consolidated Total Net Leverage Ratio immediately prior to the incurrence of such Indebtedness and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) consummation of such Permitted Acquisition or other Investment or (B)II) the Consolidated Interest Coverage Ratio, determined on a Pro Forma Basis as of the “Available Incremental Amount”); provided that last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, is not less than (x) 2.00 to 1.00 or (y) in the Borrowers may elect case of any such Indebtedness being applied to use clause (B) of finance a Permitted Acquisition or other similar Investment not prohibited hereunder, the Available Incremental Amount Consolidated Interest Coverage Ratio immediately prior to clause the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other similar Investment (A) thereof, and if both clause the amounts under the foregoing clauses (A) and (B) are available herein referred to as the “Free and Clear Incremental Amount,” and the Borrowers do not make an electionamounts under the foregoing clause (C) are herein referred to as the “Incurrence-Based Incremental Amount” (the Free and Clear Incremental Amount, together with the Borrowers will Incurrence-Based Incremental Amount, less the aggregate principal amount of Indebtedness incurred pursuant to Section 7.03(q) and Section 7.03(w) at or prior to such time, are herein referred to as the “Available Incremental Amount”)); and (vi) such other conditions as the Borrower and each Incremental Lender providing such Incremental Commitments shall agree. The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Facility incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Facility, such reclassification shall be deemed to have automatically occurred whether or not elected clause by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (Ba) it shall be assumed that all commitments under any Incremental Revolving Facility then being established are fully drawn, (b) to the extent promptly applied to finance a Permitted Acquisition, other similar Investment or other Specified Transaction not prohibited hereunder, the cash proceeds of any Incremental Facility shall be excluded from any calculation of “net” Indebtedness in determining whether such Incremental Facility can be incurred (provided that the use of proceeds thereof and any other Pro Forma Adjustments shall be included) and (yc) any amounts incurred under clause the incurrence (Aincluding by assumption or guarantee) of any Indebtedness in respect of the Available Revolving Credit Facility (and/or any Incremental Amount concurrently with amounts incurred Revolving Facility and any other revolving facilities included in such calculation) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, and/or any incurrence of Indebtedness under clause the Revolving Credit Facility or any other revolving facility that is used to finance working capital needs of the Borrower and its Restricted Subsidiaries (Bas reasonably determined by the Borrower) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio shall, in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increaseeach case, be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, Commitments (other than in connection with respect to any Incremental Amendment a Limited Condition Transaction where the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) standard shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section or 8.01(f) shall exist after giving effect to such Incremental Commitments)); (ii) the representations and warranties in Article V of this Agreement shall be true and correct in all material respects (other than in connection with a Limited Condition Transaction); (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in clause (v) below); (iv) any Incremental Revolving Credit Lender that is not an existing Lender is subject to the consent of the L/C Issuers; and (iiiv) at the time of and after giving effect to the effectiveness of any proposed Incremental Commitments, the aggregate principal amount of the Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, not exceed in the aggregate (A) (1i) prior an amount equal to the Delayed Draw Funding DateStarter Basket plus (ii) the amount of all prior voluntary prepayments of Term Loans, $100,000,000 or (2) on Revolving Credit Loans, Incremental Loans and after the Delayed Draw Funding Date $150,000,000 Indebtedness incurred pursuant to this clause Section 7.03(v)(i) that is secured by a Lien on the Collateral on a pari passu basis with the Obligations (Ain each case, with respect to any revolving loans, to the extent accompanied by a permanent reduction in such revolving commitments) (less net of Incremental Equivalent Debt incurred in lieu of the First Lien Incremental Usage Amount) Starter Basket), in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term Indebtedness, plus (B) at the Borrowers’ option, up to an additional amount of Incremental Term Loans together and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Facility not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (a) in the case of any Incremental Facility that is secured by a Lien on the Collateral on a pari passu basis with the aggregate principal amount Obligations, either (x) the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 3.75:1.00, or (y) in the case of Indebtedness incurred to consummate a Permitted Acquisition or any other Investment not prohibited hereunder, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09), does not exceed the greater of (I) 3.75:1.00 and (II) the Consolidated First Lien Net Leverage Ratio immediately prior to the consummation of such Permitted Acquisition or other Investment, (b) in the case of any Incremental Equivalent DebtFacility that is secured by a Lien on the Collateral on a basis junior to the Obligations, such that either (x) the Consolidated Secured Net Leverage Ratio for the Test Period most recently ended calculated (determined on a pro forma basis after giving effect Pro Forma Basis in accordance with Section 1.09) does not exceed 4.00:1.00, or (y) in the case of Indebtedness incurred to consummate a Permitted Acquisition or any such incurrenceother Investment not prohibited hereunder, either the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09), does not exceed the greater of (AI) 4.00:1.00 and (II) the Consolidated Secured Net Leverage Ratio immediately prior to the Delayed Draw Funding Date 5.50 to 1.00 consummation of such Permitted Acquisition or other Investment, or (Bc) in the case of any Incremental Facility that is unsecured, either (x)(I) the Consolidated Total Net Leverage Ratio (determined on and after the Delayed Draw Funding Datea Pro Forma Basis in accordance with Section 1.09) does not exceed 4.25:1.00, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B)II) in the case of such Indebtedness incurred to consummate a Permitted Acquisition or any other Investment not prohibited hereunder, the “Available Incremental Amount”); provided that Consolidated Total Net Leverage Ratio (xdetermined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the greater of (X) 4.25:1.00 and (Y) the Borrowers may elect to use clause (B) of the Available Incremental Amount Consolidated Total Net Leverage Ratio immediately prior to clause the consummation of such Permitted Acquisition or other Investment or (Ay)(I) thereofthe Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than 2.00:1.00, or (II) in the case of such Indebtedness incurred to consummate a Permitted Acquisition or any other Investment not prohibited hereunder, either (X) the Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than 2.00:1.00 or (Y) the Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Interest Coverage Ratio immediately prior to the consummation of such Permitted Acquisition or other Investment; provided, that Incremental Term Loans and if Incremental Revolving Loan Commitments may be incurred under both clause clauses (A) and (B) are available above, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the Borrowers do not make an election, the Borrowers will be deemed to have elected incurrence under clause (B) above and (y) any amounts incurred then calculating the incurrence under clause (A) above); provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (A) above if, at the time of such redesignation, the Available Incremental Amount concurrently with amounts incurred Borrower would be permitted to incur under clause (B) thereof will not count as above the aggregate principal amount of Indebtedness being so redesignated (for the purposes of calculating clarity, with any such redesignation having the Secured Net Leverage Ratio in connection with such incurrence pursuant effect of increasing the Borrower’s ability to clause (B). It is understood and agreed that the full amount available incur indebtedness under clause (A) shall have been used in connection with above as of the 2015-1 Revolving Commitment Increasedate of such redesignation by the amount of such Indebtedness so redesignated).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; (ii) the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; provided further that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(iii) shall be that no Event of Default under Section 8.01(a) or, (other than with respect to the Borrowers, Section 8.01(fSpecified Representations as they relate to the target of such acquisition (conformed as reasonably necessary for such acquisition)) shall exist after giving effect to may be waived or omitted by Incremental Lenders holding more than 50% of the aggregate Incremental Commitments under such Incremental CommitmentsAmendment; (iiiii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence); and (iiiiv) the aggregate principal amount of the Incremental Term Loans and the Incremental Revolving Credit Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, not exceed (A) $250,000,000 in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ its option, up to an additional amount of Incremental Term Loans together with or Incremental Revolving Credit Commitments so long as the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Senior Secured Net Leverage Ratio for is no more than 3.50 to 1.00 as of the last day of the Test Period most recently ended calculated on a pro forma basis ended, after giving effect to any such incurrenceincurrence on a Pro Forma Basis, does not exceed (A) prior and, in each case, with respect to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Dateany Incremental Revolving Credit Commitment, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) assuming a borrowing of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are maximum amount of Loans available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increasethereunder.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments established or incurred thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) or waiver of each of the following conditions:conditions (the effective date of any Incremental Amendment, an “Incremental Facility Effective Date”): (iA) subject to Section 1.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition Transaction, no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect ; (B) the representations and warranties of the Borrower and the other Loan Parties contained in Article IV shall be true and correct in all material respects as of such Incremental Facility Effective Date (or as of a specific earlier date if such representation or warranty expressly relates to any Incremental Amendment the primary purpose of which is to finance an acquisition earlier date and except for changes therein expressly permitted or investment permitted expressly contemplated by this Agreement, the requirement pursuant to this clause ) (d)(i) shall be that no Event without duplication of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitmentsany materiality qualifier contained therein); (iiC) each Incremental Term Commitment and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 and such increments may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceclause (E) below); (D) [reserved]; and (iiiE) subject to Section 1.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition Transaction, at the time of and after giving effect to the effectiveness of any proposed Incremental Commitments, the aggregate principal amount of all Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 established or (2) on and after the Delayed Draw Funding Date $150,000,000 incurred pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ optionSection 2.1(d), up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does shall not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) Incremental Cap as in effect on and after the Delayed Draw Funding such Incremental Facility Effective Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment and the availability of any initial credit extensions thereunder shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (a) (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; Commitments (provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreementin connection with a Limited Condition Transaction, the requirement pursuant to this clause (d)(i4)(a)(i) shall be that no Event subject to Section 1.07(11)), and (ii) the representations and warranties of Default under Section 8.01(a) orthe Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Incremental Amendment (provided that, with respect to the Borrowersextent that such representations and warranties specifically refer to an earlier date, Section 8.01(f) they shall exist be true and correct in all material respects as of such earlier date and any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates); provided that in connection with a Limited Condition Transaction, the conditions in clause (i) and in clause (ii) shall (x) only be required to the extent requested by the non-Affiliated Lenders providing more than 50% of the applicable Incremental Term Loans and Incremental Term Commitments or Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be and (y) shall be tested (if applicable) solely on the applicable LCT Test Date as selected by the Borrower pursuant to Section 1.07(11); (iib) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 5,000,000 (or such lesser amount to which the Administrative Agent may reasonably agree) (provided that such amount may be less than $10,000,000 5,000,000 (or such lesser amount) if such amount represents all remaining availability under the limit set forth in clause (c) of this Section 2.14(4)) and each Incremental Revolving Commitment shall be in an aggregate principal amount that is not less than $5,000,000 (or such lesser amount to which the next sentenceAdministrative Agent may reasonably agree) (provided that such amount may be less than $5,000,000 (or such lesser amount) if such amount represents all remaining availability under the limit set forth in clause (c) of Section 2.14(4); and); (iiic) the aggregate principal amount of Incremental Term Loans and Incremental Revolving Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate sum of (the amount available under clauses (i) through (iii) below, the “Available Incremental Amount”): (i) the sum of (I) the greater of (A) $73,000,000 and (1B) prior 100% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (calculated on a pro forma basis) (the “Free and Clear Incremental Amount”), plus (II) [reserved], plus (III) the aggregate principal amount, without duplication, of (including, as applicable, prepayments, terminations, redemptions and purchases of such Indebtedness at or below par (provided, that in the case of clauses (A) and (C) below, voluntary prepayments, redemptions and purchases of such Indebtedness below par shall be limited to the Delayed Draw Funding Dateamount of cash actually paid by Holdings, $100,000,000 the Borrower or any Subsidiary in respect of such Indebtedness)) (2the “Voluntary Prepayment Amount”) on (A) voluntary prepayments, redemptions or repurchases of (i) Closing Date Term Loans and after the Delayed Draw Funding Date $150,000,000 pursuant to (ii) Incremental Term Loans and Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is a revolving credit facility), in each case under this clause (ii), to the extent either (X) incurred in reliance on the Non-Ratio Based Incremental Amount or (Y) secured on a pari passu basis with the Closing Date Term Loans (provided, that the relevant prepayment, redemption or repurchase is not funded with long-term Indebtedness (other than (x) revolving Indebtedness and intercompany loans and (y) any Incremental Facility or Permitted Incremental Equivalent Debt then being incurred in reliance on this clause (III)), (B) voluntary prepayments (accompanied by corresponding permanent commitment reductions in respect of (i) the Closing Date Revolving Facility and (ii) Incremental Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments, in each case under this clause (ii), to the extent either (X) incurred in reliance on the Non-Ratio Based Incremental Amount or (Y) secured on a pari passu basis with the Closing Date Revolving Facility (provided, that the relevant commitment reduction is not funded with long-term Indebtedness (other than (x) revolving Indebtedness and intercompany loans and (y) any Incremental Facility or Permitted Incremental Equivalent Debt then being incurred in reliance on this clause (III)) and (C) voluntary prepayments, redemptions or repurchases of any Credit Agreement Refinancing Indebtedness, Other Loans, Refinancing Indebtedness or other Indebtedness previously applied, directly or indirectly, to the (a) prepayment, redemption or repurchase of any Indebtedness described in sub-clauses (A) (less the First Lien Incremental Usage Amount) or (B) at above or (b) voluntary permanent commitment reductions in respect of revolving credit commitments described in subclause (B) above (provided, that the Borrowers’ optionrelevant commitment reduction is not funded with long-term Indebtedness (other than (x) revolving Indebtedness and intercompany loans and (y) any Incremental Facility or Permitted Incremental Equivalent Debt then being incurred in reliance on this clause (III)), up plus (ii) (I) in the case of any Incremental Loans or Incremental Commitments that effectively extend the Maturity Date of, or refinance, any Facility secured on a pari passu basis with the Obligations, an amount equal to the portion of the Facility to be replaced with (or refinanced by) such Incremental Loans or Incremental Commitments and (II) in the case of any Incremental Loans or Incremental Commitments that effectively replace any Commitment or Loan that is terminated or cancelled in accordance with Section 3.07, an additional amount equal to the portion of the relevant terminated or cancelled Commitment or Loan, plus (iii) an unlimited amount, so long as in the case of this clause (iii) only (the “Incremental Ratio Basket”), (I) in the case of Incremental Loans together or Incremental Revolving Commitments that are secured by Liens on all or a portion of the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), (A) with respect to Incremental Loans (other than in respect of Incremental Delayed Draw Term Loan Commitments) or Incremental Revolving Commitments the aggregate principal amount First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence does not exceed 2.75 to 1.00 (including in connection with an acquisition or other Investment permitted under this Agreement) and (B) with respect to Incremental Delayed Draw Term Loan Commitments, the First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence does not exceed 3.75 to 1.00 (the condition set forth in this sub-clause (I)(B), the “Delayed Draw Term Loan First Lien Leverage Condition”) (provided that (i) in the case of Permitted an incurrence of Incremental Equivalent DebtRevolving Commitments, assuming such Incremental Revolving Commitments under this clause (I) are fully drawn and (ii) in the case of all Incremental Loans, calculating the First Lien Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred) (other than with respect to any such cash proceeds of revolving indebtedness intended to be used for working capital), (II) in the case of Incremental Loans or Incremental Revolving Commitments that are secured by Liens on all or a portion of the Collateral on a basis that is junior in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement and for the avoidance of doubt is not incurred pursuant to clause (III) below, (A) with respect to Incremental Loans (other than in respect of Incremental Delayed Draw Term Loan Commitments) or Incremental Revolving Commitments the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, incurrence does not exceed (A) prior to the Delayed Draw Funding Date 5.50 3.25 to 1.00 (including in connection with an acquisition or other Investment permitted under this Agreement) and (B) on and after the with respect to Incremental Delayed Draw Funding DateTerm Loan Commitments, 5.00 the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence does not exceed 3.75 to 1.00 (the applicable amount available under clauses condition set forth in this sub-clause (A) or (BII)(B), the “Available Incremental AmountDelayed Draw Term Loan Secured Leverage Condition”); ) (provided that (xi) in the Borrowers case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments under this clause (I) are fully drawn and (ii) in the case of all Incremental Loans, calculating the First Lien Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred) (other than with respect to any such cash proceeds of revolving indebtedness intended to be used for working capital), or (III) in the case of Incremental Loans or Incremental Revolving Commitments that are unsecured (or, solely for purposes of clause (2) under the definition of “Permitted Incremental Equivalent Debt”, Permitted Incremental Equivalent Debt that is secured by assets that do not constitute Collateral), the Total Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence does not exceed 3.75 to 1.00 (including in connection with an acquisition or other Investment permitted under this Agreement) (provided that (i) in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and (ii) in the case of all Incremental Loans, calculating the Total Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred (other than with respect to any such cash proceeds of revolving indebtedness intended to be used for working capital). In addition, the Borrower may elect to use clause (Biii) of the definition of Available Incremental Amount regardless of whether the Borrower has capacity under clauses (i) or (ii) of the definition of Available Incremental Amount. Further, the Borrower may elect to use clause (iii) of the definition of Available Incremental Amount prior to clause using clauses (Ai) thereofor (ii) of the definition of Available Incremental Amount, and if both clause (Aiii) and clauses (Bi) or (ii) of the definition of Available Incremental Amount are available and available, unless otherwise elected by the Borrowers do not make an electionBorrower, then the Borrowers Borrower will be deemed to have elected to use clause (Biii) and of the definition of Available Incremental Amount. In addition, any Indebtedness originally designated as incurred pursuant to clauses (yi) any amounts or (ii) of the definition of Available Incremental Amount shall be automatically reclassified as incurred under clause (Aiii) of the definition of Available Incremental Amount at such time as the Borrower would meet the applicable leverage-based incurrence test at such time on a pro forma basis, unless otherwise elected by the Borrower. In the case of any Incremental Delayed Draw Term Loan Commitment or Incremental Equivalent Debt in the form of a delayed draw loan or note, for purposes of determining capacity under, and compliance with the Available Incremental Amount concurrently with amounts (including for purposes of incurring or establishing such Incremental Delayed Draw Term Loan Commitment (and any associated Incremental Delayed Draw Term Loan) or Incremental Equivalent Debt in the form of a delayed draw term loan or note), such Incremental Delayed Draw Term Loan or Incremental Equivalent Debt shall be incurred as and when the applicable Incremental Delayed Draw Term Loan or Incremental Equivalent Debt is funded (and shall be deemed not to be drawn, or incurred under clause the Available Incremental Amount, prior to the funding thereof) (B) thereof will not count as Indebtedness for the purposes avoidance of calculating doubt, capacity under the Secured Net Leverage Ratio in connection Available Incremental Amount with respect to incurring such incurrence pursuant to clause Incremental Delayed Draw Term Loan or Incremental Equivalent Debt shall be determined as of the applicable date of funding thereunder (Band not as of the date the corresponding delayed draw commitments are established). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments established or incurred thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) or waiver of each of the following conditions:conditions (the effective date of any Incremental Amendment, an “Incremental Facility Effective Date”): (iA) subject to Section 1.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition Transaction, no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect ; (B) subject to Section 1.3 in the case of any Incremental Amendment Commitments established or incurred in connection with a Limited Condition Transaction, the primary purpose representations and warranties of which is the Borrower and the other Loan Parties contained in Article IV shall be true and correct in all material respects as of such Incremental Facility Effective Date (or as of a specific earlier date if such representation or warranty expressly relates to finance an acquisition earlier date and except for changes therein expressly permitted or investment permitted expressly contemplated by this Agreement, the requirement pursuant to this clause ) (d)(i) shall be that no Event without duplication of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitmentsany materiality qualifier contained therein); (iiC) each Incremental Term Commitment and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 and such increments may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceclause (E) below); (D) [reserved]; and (iiiE) subject to Section 1.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition Transaction, at the time of and after giving effect to the effectiveness of any proposed Incremental Commitments, the aggregate principal amount of all Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 established or (2) on and after the Delayed Draw Funding Date $150,000,000 incurred pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ optionSection 2.1(d), up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does shall not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) Incremental Cap as in effect on and after the Delayed Draw Funding such Incremental Facility Effective Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect subject to such Incremental Commitments; provided thatSection 1.08, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the next sentencelimit set forth in clause (v) below); (iv) [reserved]; and (iiiv) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the aggregate principal amount of Incremental Commitments shall notall prior voluntary prepayments, together with the aggregate principal amount repurchases, redemptions and other retirements of Permitted Term Loans and Incremental Equivalent Debt, exceed all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in the aggregate (A) (1) respect of such Revolving Credit Loans prior to or simultaneous with the Delayed Draw Funding Date, $100,000,000 or Incremental Facility Closing Date (2including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on and after a pro rata basis in accordance with procedures of the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amounttype described in Section 2.05(a)(vi) or (By) at open-market purchases pursuant to Section 10.07(l), which shall be credited to the Borrowers’ optionextent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans together with and/or Incremental Revolving Loan Commitments so long as on and as of the aggregate principal amount date of Permitted the incurrence of such Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated Term Loans or Incremental Revolving Loan Commitments on a pro forma basis Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such incurrence, does Incremental Term Loans or Incremental Revolving Loan Commitments not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness applied promptly for the purposes of calculating the Secured Net Leverage Ratio specified transaction in connection with such incurrence pursuant upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to clause consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (B). It determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is understood and agreed secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the full amount available Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under clause Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have been used automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in connection with the 2015Incurrence-1 Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Commitment IncreaseLoan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date thereof (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 2.2 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 2.2 shall be deemed to refer to the Incremental Amendment Date); provided provided, that, such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 2.2(c) and, in connection with respect to any Incremental Amendment Commitment, the primary purpose of which is to finance an acquisition a Permitted Acquisition, a waiver in full or investment permitted by this Agreement, in part of the requirement pursuant conditions set forth in clauses (a) and (b) (other than with respect to this clause (d)(i) shall be that no any Event of Default under Section 8.01(a7.1(a) or, with respect to the Borrowers, or (f)) of Section 8.01(f) shall exist after giving effect to such Incremental Commitments2.2; (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in Section 1.12(d)(iii)) and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 1.12(d)(iii); and); (iii) the aggregate principal amount of Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect Pro Forma Effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that both (x) the Borrowers may elect to use clause making of Incremental Term Loans or establishment of a Revolving Commitment Increase (B) assuming a borrowing of the Available maximum amount of Loans available under such Revolving Commitment Increase) under such Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) Amendment and (y) any amounts incurred under clause Specified Transactions consummated in connection therewith, (A) the Asset Coverage Ratio shall be greater than the greater of (x) 1.20:1.00 and (y) the Available Incremental Amount concurrently with amounts incurred under clause ratio as set forth in Section 6.1 hereof for the most recently ended Test Period, and (B) thereof will the aggregate amount of all Incremental Commitments established under this Section 1.12 since the Closing Date shall not count as Indebtedness for exceed $100,000,000, and (C) the purposes aggregate amount of calculating all Revolving Commitment Increases consummated under this Section 1.12 shall not exceed $15,000,000; and (iv) to the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that extent reasonably requested by the full amount available under clause Administrative Agent, receipt by the Administrative Agent of (A) shall have been used customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in connection law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Lenders are provided with the 2015-1 Revolving Commitment Increasebenefit of the applicable Loan Documents.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) (x) if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, no Default or Event of Default under Sections ‎8.01(a) or, solely with respect to the Borrower, Section 8.01‎(f) shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement(y) if otherwise, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; (ii) after giving effect to such Incremental Commitments, the conditions of Section ‎4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such ‎Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); provided that if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, there shall be no requirement to satisfy any or all conditions of Section 4.02(i), instead, the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations; provided, further, that the Incremental Lenders providing such Incremental Commitments may waive the requirement regarding the accuracy of Specified Representations; (iii) [reserved]; (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment increments of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in ‎Section 2.14(d)(v)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in increments of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in ‎Section 2.14(d)(v); and); (iiiv) the aggregate principal amount of the Incremental Term Loans and the Incremental Revolving Credit Commitments shall not, together with not exceed the aggregate principal amount sum of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) the Incremental Base Amount plus (A) all voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent First Lien Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in ‎Section 2.05(a)(v) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements of Incremental Term Loans and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Incremental Revolving Credit Commitments, to the extent such Incremental Term Loans and Incremental Revolving Credit Commitments were obtained pursuant to clause (C) below or to the extent funded with a contemporaneous incurrence of long-term funded Indebtedness (other than revolving loans)), plus (C) additional amounts (including at any time prior to the utilization of amounts under clauses ‎(A) and ‎(B) above) so long as (1) prior to if such Indebtedness is secured by the Delayed Draw Funding DateCollateral on a pari passu basis with the Liens securing the Initial Term Loans, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the Consolidated First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for Ratio, determined on a Pro Forma Basis as of the Test Period last day of the most recently ended calculated on a pro forma basis after giving effect to any such incurrenceperiod of four consecutive fiscal quarters for which financial statements are internally available, does not exceed 4.85 to 1.00, (A2) prior if such Indebtedness is secured by the Collateral on a junior Lien basis to the Delayed Draw Funding Date 5.50 Liens securing the Initial Term Loans, the Consolidated Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed 6.25 to 1.00 and (3) if such Indebtedness is unsecured (or not secured by all or any portion of the Collateral), either (I) the Consolidated Total Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed 6.25 to 1.00 or (BII) the Consolidated Interest Coverage Ratio, determined on and after a Pro Forma Basis as of the Delayed Draw Funding Datelast day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, 5.00 is not less than 2.00 to 1.00 (the applicable amount available amounts under the foregoing clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available herein referred to as the “Free and Clear Incremental Amount”, and the Borrowers do not make an electionamounts under the foregoing clause (C) are herein referred to as the “Incurrence-Based Incremental Amount” (the Free and Clear Incremental Amount, together with the Borrowers will Incurrence-Based Incremental Amount, less the aggregate principal amount of Indebtedness incurred pursuant to Section 7.03(q) and Section 7.03(w) at or prior to such time, are herein referred to as the “Available Incremental Amount”)); and (vi) such other conditions as the Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent shall agree. The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Facility incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Facility, such reclassification shall be deemed to have automatically occurred whether or not elected clause by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (Ba) it shall be assumed that all commitments under any Incremental Revolving Facility then being established are fully drawn, (b) the cash proceeds of any Incremental Facility shall be excluded from “net” Indebtedness in determining whether such Incremental Facility can be incurred (provided that the use of proceeds thereof and any other Pro Forma Adjustments shall be included) and (yc) any amounts incurred under clause the incurrence (Aincluding by assumption or guarantee) of any Indebtedness in respect of the Available Revolving Credit Facility (and/or any Incremental Amount concurrently with amounts incurred under clause (BRevolving Facility) thereof will not count as Indebtedness prior to, or simultaneously with, the event for which the purposes Pro Forma Compliance determination of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It ratio or other test is understood and agreed that the full amount available under clause (A) being made, shall have been used in connection with the 2015-1 Revolving Commitment Increasebe disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event (x) if the proceeds of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is Indebtedness are being used to finance an acquisition a Permitted Acquisition or investment Investment permitted by this Agreementhereunder, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(for (f) shall have occurred and be continuing or would exist after giving effect to such Incremental CommitmentsIndebtedness, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Indebtedness; (ii) [Reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in clause (iv) below) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $2,500,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $2,500,000 if such amount represents all remaining availability under the next sentencelimit set forth in clause (iv) below); and (iiiiv) the aggregate amount of the Incremental Term Loans, the Incremental Revolving Credit Commitments and the Incremental Equivalent Debt shall not exceed (A) an amount equal to $80,000,000, minus, the aggregate principal amount of any Second Lien Incremental Commitments shall not, together with the aggregate principal amount of Permitted Term Loans and any Second Lien Incremental Equivalent DebtDebt incurred or issued in reliance on Section 2.14(d)(iv)(A) of the Second Lien Credit Agreement (or any equivalent provision of a Second Lien Credit Agreement designated as such in connection with a Permitted Refinancing thereof), exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or plus (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Term Loans, Incremental Revolving Credit Commitments and/or Incremental Equivalent Debt, so long as, in the case of this clause (B) only, (x) if such that Indebtedness is to be secured on a pari passu basis as to security with the Secured Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the Test Period purposes of such calculation) is no more than 3.75 to 1.00 as of the last day of the most recently ended calculated Test Period for which financial statements are internally available, determined on a pro forma basis the applicable Incremental Facility Closing Date, after giving effect to any such incurrenceincurrence or issuance on a Pro Forma Basis, does not exceed (A) prior and, in each case, with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available thereunder and treating all refinancing Indebtedness in respect of such Indebtedness that is unsecured or secured on a junior lien basis to the Delayed Draw Funding Date 5.50 to 1.00 or Term Loans as at all times being secured on a first priority basis (B) on and after unless the Delayed Draw Funding Date, 5.00 to 1.00 Borrower complies with the Consolidated Total Net Leverage Ratio described in succeeding clause (the applicable amount available under clauses (Az) or the Consolidated Total Secured Net Leverage Ratio described in succeeding clause (By), as the “Available Incremental Amount”); provided that (x) case may be, at the Borrowers may elect to use clause (B) time of the Available Incremental Amount prior to clause (A) thereofincurrence of such refinancing Indebtedness), and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) in the case of Incremental Equivalent Debt that is secured on a junior basis to the Obligations, the Consolidated Total Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09 and without netting the cash proceeds of any amounts such Indebtedness being so incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating such calculation) is no more than 4.50 to 1.00 as of the Secured last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence or issuance on a Pro Forma Basis and, in each case, treating all refinancing Indebtedness in respect of such Indebtedness that is unsecured as at all times being secured on a junior Lien basis to the Facilities (unless the Borrower complies with the Consolidated Total Net Leverage Ratio described in connection succeeding clause (z) at the time of the incurrence of such refinancing Indebtedness) and (z) in the case of Incremental Equivalent Debt that is unsecured, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the purposes of such calculation) is no more than 5.50 to 1.00 as of the last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence or issuance on a Pro Forma Basis, plus (C) an amount equal to the sum of (i) all voluntary prepayments or repurchases of Term Loans made pursuant to Section 2.05(a) or Section 10.07(l)(x) (other than Incremental Term Loans incurred in reliance on preceding clause (B). It is understood ) and agreed that the full amount available under (ii) all permanent voluntary reductions or terminations of Revolving Credit Commitments and Incremental Revolving Credit Commitments (other than Incremental Revolving Credit Commitments obtained in reliance on preceding clause (AB)) shall have been used pursuant to Section 2.06(a) except to the extent, in connection each case, financed with the 2015-1 long term Indebtedness (other than Revolving Commitment IncreaseCredit Loans).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; (ii) The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects (or, to the extent qualified by materiality, in all respects) on the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in material respects as of such earlier date; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 15,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceclause (iv) below); and (iiiiv) the aggregate principal amount of the Incremental Commitments Term Loans shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, not exceed in the aggregate (A) (1) prior an amount equal to the Delayed Draw Funding Date$150,000,000, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or plus (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together so long as (i) if such Indebtedness is secured on a pari passu basis with the aggregate principal amount of Permitted Incremental Equivalent DebtTerm Loans, such that the Borrower’s Consolidated Secured Net Leverage Ratio for (determined on a Pro Forma Basis in accordance with Section 1.08) is not greater than 3.75:1.00 as of the Test Period last day of the most recently ended calculated period of four fiscal quarters of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 6.01(a) or (b), (ii) if such Indebtedness is secured on a pro forma junior basis with the Term Loans, the Borrower’s Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not greater than 6.50:1.00 as of the last day of the most recently ended Test Period and (iii) if such Indebtedness is unsecured, the Borrower’s Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not less than 2.00:1.00 as of the last day of the most recently ended Test Period, plus (C) the amount of (i) all voluntary prepayments of Initial Term Loans and any other pari passu secured Indebtedness permitted under this Agreement (except to the extent funded with the proceeds of any long-term Indebtedness or the Cure Amount) and (ii) all commitment reductions pursuant to Section 2.06, plus (D) if the proceeds of such Incremental Loans are, substantially concurrently with the receipt thereof, to be used by the Borrowers or any Restricted Subsidiary to finance, in whole or in part, a Permitted Acquisition (including, without limitation, for the purpose of (I) providing financing for a previously consummated Permitted Acquisition to the extent not originally consummated with the proceeds of Indebtedness or (II) refinancing Revolving Credit Loans under (and as defined in) the Existing Senior Secured Facility previously applied to consummate such Permitted Acquisition, in each case, within 3 months from the date of the consummation of such Permitted Acquisition), an additional amount so long as (x) such Indebtedness is secured on a pari passu basis with the Term Loans and (y) the Borrower’s Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not greater than 4.50:1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 6.01(a) or (b), (the amount pursuant to immediately preceding clauses (A), (B), (C) and (D), the “Incremental Amount”). The Incremental Amount shall be determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrenceincurrence of debt on a Pro Forma Basis, does not exceed and, in each case, (A1) prior to [reserved], (2) excluding the Delayed Draw Funding Date 5.50 to 1.00 or cash proceeds of any such Incremental Term Loans for the purposes of netting and (B3) on and after shall be reduced by the Delayed Draw Funding Date, 5.00 to 1.00 (amount of the applicable then outstanding principal amount available under clauses (A) or (B), the “Available of any Incremental Amount”)Equivalent Debt; provided that to the extent the proceeds thereof are used to repay Indebtedness or to consummate an acquisition or investment, pro forma effect shall be given to such repayment of Indebtedness and the consummation of such acquisition or investment, as applicable; provided further, that when calculating the Incremental Amount (x) the Borrowers Borrower may elect reclassify any Incremental Loans incurred pursuant to use clause (B) of the Available Incremental Amount prior to preceding clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed as being incurred pursuant to have elected preceding clause (B) and (y) in the case of any amounts Incremental Loans incurred under clause concurrently pursuant to both preceding clauses (A) of the Available Incremental Amount concurrently with amounts incurred under clause and (B) thereof will not count as Indebtedness ), for the purposes purpose of calculating the Consolidated Secured Net Leverage Ratio in connection with such incurrence and the Consolidated Total Net Leverage Ratio (as applicable) pursuant to clause (B). It is understood and agreed that , the full amount available under of Incremental Loans incurred pursuant to clause (A) shall have been used not be included in connection such calculation; provided further, that if the proceeds of such Incremental Loans are, substantially concurrently with the 2015-1 Revolving Commitment Increasereceipt thereof, to be used by the Borrowers or any Restricted Subsidiary to finance, in whole or in part, a Permitted Acquisition, then (x) the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Incremental Facility Closing Date shall be (A) the Specified Representations and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that the Borrowers or any other Subsidiary has the right to terminate the obligations of the Borrowers or such other Subsidiary under such acquisition agreement or not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement, and (y) in lieu of the requirements of clause (ii), at the time of and immediately after such effectiveness, no payment or bankruptcy default or event of default shall have occurred or be continuing or would result from the incurrence of such Incremental Loan.

Effectiveness of Incremental Amendment. The Incremental Arranger shall promptly notify the applicable Lenders of the final allocation of such Incremental Term Commitments and the Incremental Amendment Date. The effectiveness of any Incremental Amendment Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the applicable date thereof (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any has occurred and is continuing on the Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental CommitmentsDate; (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 1,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 1,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceSection 2.16(d)(iii); and); (iii) the aggregate principal amount of Incremental Commitments shall notTerm Loans outstanding is not to exceed an unlimited amount so long as, together with after giving pro forma effect to the aggregate principal amount making of Permitted Incremental Equivalent DebtTerm Loans under such Incremental Amendment, exceed in the aggregate (A) (1) prior with respect to Incremental Term Loans secured by a Lien on the Collateral (including, without limitation, Indebtedness secured by the Collateral on a junior Lien basis to the Delayed Draw Funding DateObligations), $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Consolidated Secured Net Leverage Ratio for is less than or equal to 3.75:1.00 and (2) with respect to Incremental Term Loans that are unsecured, the Test Period most recently ended calculated on a pro forma basis after giving effect Consolidated Net Leverage Ratio is less than or equal to any such incurrence3.75:1.00; and (iv) to the extent reasonably requested by the Incremental Arranger, does not exceed the Administrative Agent or Persons providing the applicable Incremental Term Loans, receipt by the Administrative Agent and the Incremental Arranger of (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or customary legal opinions, board resolutions and officers’ certificates (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (Aincluding solvency certificates) and (B) are available reaffirmation agreements and/or such amendments to the documents with respect to Collateral as may be reasonably requested by the Incremental Arranger and the Borrowers do not make an election, Administrative Agent in order to ensure that such Incremental Lenders are provided with the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) benefit of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increaseapplicable Loan Documents.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”Date (which shall be no earlier than the date of such Incremental Amendment) specified therein of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 3.02 shall be satisfied (it being understood that all references to “as of such Credit Date” or similar language in such Section 3.02 shall be deemed to refer to the Incremental Facility Closing Date); provided that, with respect if the proceeds of such Incremental Commitment are used to finance a Limited Condition Transaction, (x) the references in Section 3.02(a)(ii) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute customary “specified representations” of the Loan Parties (after giving effect to the Limited Condition Transaction)and (y) the references in Section 3.02(a)(iii) to any Incremental Amendment the primary purpose Default or Event of which is Default shall only refer to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a), (f) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitmentsor (g); (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.24(d)(iii)) and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.24(d)(iii); and); (iii) after giving Pro Forma Effect to both (x) the making of Incremental Term Loans or establishment of any Incremental Commitment (assuming a borrowing of the maximum amount of Loans available thereunder) under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, the First Lien Net Leverage Ratio, calculated as of the last day of the most recently ended Test Period and without “netting” the Cash proceeds of any such Indebtedness, does not exceed 4.25:1.00; (iv) after giving effect to any Revolving Commitment Increase, the Revolving Commitments shall not exceed an aggregate amount equal to 15% of the aggregate principal amount of Term Loans outstanding on such Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate Facility Closing Date (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis immediately after giving effect to any incurrence of Incremental Term Loans on such incurrencedate, does not exceed if any); (v) after giving effect to any Incremental Commitments pursuant to this Section 2.24 and any Specified Transaction consummated in connection therewith, Holdings shall be in Pro Forma Compliance (calculated assuming such Incremental Commitments are fully drawn and without “netting” the Cash proceeds of any such Indebtedness) as of the last day of the most recently ended Test Period; and (vi) to the extent reasonably requested by Administrative Agent, receipt by Administrative Agent of (A) prior customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to the Delayed Draw Funding Date 5.50 such legal opinions resulting from a change in law, change in fact or change to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 counsel’s form of opinion reasonably satisfactory to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent in order to ensure that such Incremental Lenders are available and provided with the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) benefit of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increaseapplicable Credit Documents.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Commitments and Incremental Amendment Loans made pursuant thereto on the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause Incremental Facility Closing Date; (d)(iii) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02(i) shall be deemed to refer to the effective date of such Incremental Amendment); provided that for purposes of satisfying Section 4.02(i), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loans are used to consummate a Permitted Acquisition; (iiiii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; (iv) each Incremental Commitment shall be in an aggregate principal amount that is not less than $10,000,000 15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 15,000,000 if such amount represents all remaining availability under the limit set forth in the next sentencefollowing clause (v)); and (iiiv) the aggregate principal amount of the Incremental Commitments Term Loans incurred after the Amendment No. 46 Effective Date shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, not exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or 350,000,000 minus (2) on the aggregate amount of all secured Permitted Ratio Debt incurred by the Borrower and its Restricted Subsidiaries pursuant to Section 7.03(s)clause (iii)(I) of the definition thereof minus (3) the aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or Amendment No. 46 Effective Date, (B) at all voluntary prepayments of Term Loans and all voluntary permanent commitment reductions of the Borrowers’ optionABL Facility after the Amendment No. 46 Effective Date that are not, up to in each case, financed with the proceeds of any Indebtedness and (C) an additional amount of Incremental Term Loans together with so long as the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Consolidated First Lien Net Leverage Ratio for is no more than 4.00 to 1.00 as of the Test Period last day of the most recently ended calculated period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on a pro forma basis the applicable Incremental Facility Closing Date, after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) incurrence on a Pro Forma Basis and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use excluding from clause (Ba) of the Available definition of “Consolidated First Lien Net Leverage Ratio” the cash proceeds of any such Incremental Amount prior to clause Term Loans (A) thereofbut, and if both clause in the event that Incremental Term Loans (A) and (Bother than the Term B-45 Loans being incurred on the Amendment No. 46 Effective Date) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (Bbeing incurred in reliance on Section 2.14(d)(v)(A) and (y) or any amounts Permitted Ratio Debt is being incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (Biviii)(I) of the definition of “Permitted Ratio Debt” at substantially the same time that Incremental Term Loans are being incurred pursuant to this Section 2.14(d)(v)(C). It , when calculating the Consolidated First Lien Net Leverage Ratio for purposes of this Section 2.14(d)(v)(C) to determine the permissibility of the incurrence of such Incremental Term Loans, it is understood and agreed that the full amount available under any Incremental Term Loans so incurred pursuant to Section 2.14(d)(v)(A) at such time or any Permitted Ratio Debt incurred pursuant to clause (Aiviii)(I) of the definition of “Permitted Ratio Debt” at such time shall have been used in connection with the 2015-1 Revolving Commitment Increasebe excluded from Consolidated First Lien Net Debt).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect subject to such Incremental Commitments; provided thatSection 1.08, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the next sentencelimit set forth in clause (v) below); (iv) [reserved]; and (iiiv) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the aggregate principal amount of Incremental Commitments shall notall prior voluntary prepayments, together with the aggregate principal amount repurchases, redemptions and other retirements of Permitted Term Loans and Incremental Equivalent Debt, exceed all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in the aggregate (A) (1) respect of such Revolving Credit Loans prior to or simultaneous with the Delayed Draw Funding Date, $100,000,000 or Incremental Facility Closing Date (2including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on and after a pro rata basis in accordance with procedures of the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amounttype described in ýSection 2.05(a)(vi) or (By) at open-market purchases pursuant to Section 10.07(l), which shall be credited to the Borrowers’ optionextent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans together with and/or Incremental Revolving Loan Commitments so long as on and as of the aggregate principal amount date of Permitted the incurrence of such Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated Term Loans or Incremental Revolving Loan Commitments on a pro forma basis Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such incurrence, does Incremental Term Loans or Incremental Revolving Loan Commitments not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness applied promptly for the purposes of calculating the Secured Net Leverage Ratio specified transaction in connection with such incurrence pursuant upon receipt thereof, (x) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00, (y) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to clause the Obligations, the Consolidated Secured Net Leverage Ratio (B). It determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is understood and agreed that unsecured, the full amount available Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 (the amounts under clause the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have been used automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in connection with the 2015Incurrence-1 Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Commitment IncreaseLoan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date thereof (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided thatprovided, that such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(iii) and, in connection with respect to any Incremental Amendment Commitment, the primary purpose of which is to finance an acquisition a Permitted Acquisition, a waiver in full or investment permitted by this Agreement, in part of the requirement pursuant conditions set forth in clauses (i) and (ii) (other than with respect to this clause (d)(i) shall be that no any Event of Default under Section 8.01(a) or, with respect to the Borrowers, or (f)) of Section 8.01(f) shall exist after giving effect to such Incremental Commitments4.02; (ii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceSection 2.14(d)(iii); and); (iii) (A) after giving Pro Forma Effect to both (x) the making of Incremental Loans (assuming a borrowing of the maximum amount of Loans available thereunder) under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Loans are secured, the Secured Net Leverage Ratio does not exceed 6.25:1.00 or (2) if such Incremental Loans are unsecured, the Total Net Leverage Ratio does not exceed 6.25:1.00 or (B) together with the Incremental Loans made under such Incremental Amendment, the aggregate principal amount of Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to Loans made under this clause (AB) (less plus the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Amount and Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated Debt incurred in reliance on a pro forma basis after giving effect to any such incurrence, clause (i)(B) of Section 2.14(h)) does not exceed (Ai) prior $85,000,000 plus (ii) the principal amount of any voluntary prepayments of Loans (to the Delayed Draw Funding extent not made with the proceeds of Indebtedness (other than the incurrence of First Lien Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility) plus (iii) in the case of any Incremental Commitment that effectively extends the Maturity Date 5.50 or any other maturity date with respect to 1.00 any Class of Loans or (B) on and after Commitments hereunder, an amount equal to the Delayed Draw Funding Dateportion of the relevant Class of Loans or Commitments that will be replaced by such Incremental Commitments provided, 5.00 to 1.00 (the applicable amount available that, it is understood that Incremental Loans may be incurred under clauses either clause (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) as selected by the Borrower in its sole discretion, including by designating any portion of the Available Incremental Amount prior Commitments in excess of an amount permitted to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) at the time of the Available Incremental Amount concurrently with amounts such incurrence as incurred under clause (B)); and (iv) thereof will not count as Indebtedness for to the purposes extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in connection law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Lenders are provided with the 2015-1 Revolving Commitment Increasebenefit of the applicable Loan Documents.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date thereof (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided thatthat such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(c) and, in connection with respect to any Incremental Amendment Commitment the primary purpose of which is to finance an acquisition a Permitted Acquisition, a waiver in full or investment permitted by this Agreementin part of the conditions set forth in Section 4.02(a) (other than the accuracy, to the requirement pursuant extent required under Section 4.02(a), of any Specified Representations (as conformed to this clause apply to such acquisition, including giving effect to any certain funds conditions with respect to the Collateral)) and Section 4.02(b) (d)(i) shall be that no other than with respect to any Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitmentsor (f)); (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.16(d)(iii)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.16(d)(iii); and); (iii) the aggregate principal amount of Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) after giving Pro Forma Effect to both (x) the making of Incremental Term Loans or establishment of Incremental Revolving Credit Commitments (assuming a borrowing of the maximum amount of Loans available thereunder) under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, (1) prior to if such Incremental Term Loans or Incremental Revolving Credit Commitments rank pari passu in right of security with the Delayed Draw Funding Date2018 Refinancing Term Loans, $100,000,000 2021 Incremental Term Loans and 2021 Refinancing Revolving Credit Loans incurred under the Initial2021 Refinancing Revolving Credit Commitments, the First Lien Net Leverage Ratio does not exceed 2.00:1.00 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien if such Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount Term Loans rank junior in right of Incremental Loans together security with the aggregate principal amount of Permitted 2018 Refinancing Term Loans, 2021 Incremental Equivalent DebtTerm Loans and 2021 Refinancing Revolving Credit Loans incurred under the Initial2021 Refinancing Revolving Credit Commitments, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”)2.00:1.00; provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.or

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date thereof (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided thatthat such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(c) and, in connection with respect to any Incremental Amendment Commitment the primary purpose of which is to finance an acquisition a Permitted Acquisition, a waiver in full or investment permitted by this Agreementin part of the conditions set forth in Section 4.02(a) (other than the accuracy, to the requirement pursuant extent required under Section 4.02(a), of any Specified Representations (as conformed to this clause apply to such acquisition, including giving effect to any certain funds conditions with respect to the Collateral)) and Section 4.02(b) (d)(i) shall be that no other than with respect to any Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitmentsor (f)); (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.16(d)(iii)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.16(d)(iii); and); (iii) the aggregate principal amount of Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) after giving Pro Forma Effect to both (x) the making of Incremental Term Loans or establishment of Incremental Revolving Credit Commitments (assuming a borrowing of the maximum amount of Loans available thereunder) under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, (1) prior to if such Incremental Term Loans or Incremental Revolving Credit Commitments rank pari passu in right of security with the Delayed Draw Funding DateTerm B Loans and Revolving Credit Loans incurred under the Initial Revolving Credit Commitments, $100,000,000 the First Lien Net Leverage Ratio does not exceed 2.00:1.00 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien if such Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount Term Loans rank junior in right of Incremental Loans together security with the aggregate principal amount of Permitted Incremental Equivalent DebtTerm B Loans and Revolving Credit Loans incurred under the Initial Revolving Credit Commitments, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”)2.00:1.00; provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.or

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) (x) if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, no Default or Event of Default under Sections 8.01(a) or, solely with respect to any Borrower, Section 8.01(f), shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement(y) if otherwise, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; (ii) after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); provided that if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, there shall be no requirement to satisfy any or all conditions of Section 4.02(i), instead, the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations, in each case, subject to the provisions set forth herein in connection with Limited Condition Transactions; provided, further, that the Incremental Lenders providing such Incremental Commitments may waive the requirement regarding the accuracy of Specified Representations; (iii) [reserved]; (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment increments of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(d)(v)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in increments of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.14(d)(v); and); (iiiv) the aggregate principal amount of the Incremental Term Loans and the Incremental Revolving Credit Commitments shall not, together with not exceed the aggregate principal amount sum of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) the Incremental Base Amount plus (B) all voluntary prepayments, repurchases, redemptions and other retirements of Term Loans, Incremental Equivalent First Lien Debt and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(v) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash for such Loans purchased or retired in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements of Incremental Term Loans and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Incremental Revolving Credit Commitments, to the extent such Incremental Term Loans and Incremental Revolving Credit Commitments were obtained pursuant to clause (C) below or to the extent funded with a contemporaneous incurrence of long-term funded Indebtedness (other than revolving loans)), plus (C) additional amounts (including at any time prior to the utilization of amounts under clauses (A) and (B) above) so long as (1) prior to if such Indebtedness is secured by the Delayed Draw Funding DateCollateral on a pari passu basis with the Liens securing the Initial Term Loans, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the Consolidated First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for Ratio, determined on a Pro Forma Basis as of the Test Period last day of the most recently ended calculated on a pro forma basis after giving effect to any such incurrenceperiod of four consecutive fiscal quarters for which financial statements are internally available, does not exceed (Ax) prior to the Delayed Draw Funding Date 5.50 3.75 to 1.00 or (By) on and after in the Delayed Draw Funding Date, 5.00 case of any such Indebtedness being applied to 1.00 (the applicable amount available under clauses (A) finance a Permitted Acquisition or (B)other similar Investment not prohibited hereunder, the “Available Incremental Amount”); provided that Consolidated First Lien Net Leverage Ratio immediately prior to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment, (2) if such Indebtedness is secured by the Collateral on a junior lien basis to the Liens securing the Initial Term Loans, the Consolidated Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed (x) 4.75 to 1.00 or (y) in the Borrowers may elect case of any such Indebtedness being applied to use clause finance a Permitted Acquisition or other similar Investment not prohibited hereunder, the Consolidated Secured Net Leverage Ratio immediately prior to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment and (B3) if such Indebtedness is unsecured (or not secured by any portion of the Available Incremental Amount Collateral), either (I) the Consolidated Total Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed (x) 5.25 to 1.00 or (y) in the case of any such Indebtedness being applied to finance a Permitted Acquisition or other similar Investment not prohibited hereunder, the Consolidated Total Net Leverage Ratio immediately prior to clause the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment or (AII) thereofthe Consolidated Interest Coverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, is not less than (x) 2.00 to 1.00 or (y) in the case of any such Indebtedness being applied to finance a Permitted Acquisition or other similar Investment not prohibited hereunder, the Consolidated Interest Coverage Ratio immediately prior to the incurrence of such Indebtedness and if both clause consummation of such Permitted Acquisition or other similar Investment (the amounts under the foregoing clauses (A) and (B) are available herein referred to as the “Free and Clear Incremental Amount,” and the Borrowers do not make an electionamounts under the foregoing clause (C) are herein referred to as the “Incurrence-Based Incremental Amount” (the Free and Clear Incremental Amount, together with the Borrowers will Incurrence-Based Incremental Amount, less the aggregate principal amount of Indebtedness incurred pursuant to Section 7.03(q) and Section 7.03(w) at or prior to such time, are herein referred to as the “Available Incremental Amount”)); and (vi) such other conditions as the Lead Borrower and each Incremental Lender providing such Incremental Commitments shall agree. The Lead Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Facility incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Lead Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Lead Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Facility, such reclassification shall be deemed to have automatically occurred whether or not elected clause by the Lead Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (Ba) it shall be assumed that all commitments under any Incremental Facility then being established are fully drawn, (b) the cash proceeds of any Incremental Facility shall be excluded from any calculation of “net” Indebtedness in determining whether such Incremental Facility can be incurred (provided that the use of proceeds thereof and any other Pro Forma Adjustments shall be included) and (yc) the incurrence (including by assumption or guarantee) or repayment of any amounts incurred under clause (A) Indebtedness in respect of the Available Revolving Credit Facility (and/or any Incremental Amount concurrently with amounts incurred Revolving Facility and any other revolving facilities included in such calculation) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, and/or any incurrence of Indebtedness under clause the Revolving Credit Facility or any other revolving facility that is used to finance working capital needs of the Lead Borrower and its Restricted Subsidiaries (Bas reasonably determined by the Lead Borrower) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio shall, in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increaseeach case, be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment and the Incremental Commitments thereunder shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default shall have occurred and be continuing or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall would exist after giving effect to such Incremental Commitments; (ii) the representations and warranties set forth in Article VI shall be true and correct on and as of the date on which such Incremental Commitments are to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (iii) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b) after giving effect to any Incremental Commitments on a Pro Forma Basis (assuming all Loans available under such Incremental Commitments had been outstanding as of the last day of such period); (iv) each Incremental Commitment shall be in an aggregate principal amount that is not less than $10,000,000 (or if less, the entire remaining amount available for such institution) and shall be in an increment of $1,000,000 (provided that or such amount may be less than $10,000,000 if such amount represents all remaining availability under lesser amounts as agreed by the limit set forth in the next sentenceAdministrative Agent); and; (iiiv) after giving effect to such Incremental Commitment, the aggregate principal amount of all Incremental Commitments effected pursuant to this Section 2.16 shall not, together with not exceed $350,000,000; (vi) receipt by the aggregate principal amount Administrative Agent of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior such resolutions of the board of directors of the Loan Parties and opinions of counsel to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior Loan Parties as it may reasonably request relating to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on organizational authority for such Commitment increase and after the Delayed Draw Funding Dateenforceability thereof and any other matters relevant thereto, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent (vii) such other conditions as the Borrower, each Lender providing such Incremental Commitments and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) Administrative Agent shall have been used in connection with the 2015-1 Revolving Commitment Increaseagree.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect subject to such Incremental Commitments; provided thatSection 1.08, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the next sentencelimit set forth in clause (v) below); (iv) [reserved]; and (iiiv) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the aggregate principal amount of Incremental Commitments shall notall prior voluntary prepayments, together with the aggregate principal amount repurchases, redemptions and other retirements of Permitted Term Loans and Incremental Equivalent Debt, exceed all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in the aggregate (A) (1) respect of such Revolving Credit Loans prior to or simultaneous with the Delayed Draw Funding Date, $100,000,000 or Incremental Facility Closing Date (2including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on and after a pro rata basis in accordance with procedures of the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amounttype described in Section 2.05(a)(vi) or (By) at open-market purchases pursuant to Section 10.07(l), which shall be credited to the Borrowers’ optionextent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans together with and/or Incremental Revolving Loan Commitments so long as on and as of the aggregate principal amount date of Permitted the incurrence of such Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated Term Loans or Incremental Revolving Loan Commitments on a pro forma basis Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such incurrence, does Incremental Term Loans or Incremental Revolving Loan Commitments not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness applied promptly for the purposes of calculating the Secured Net Leverage Ratio specified transaction in connection with such incurrence pursuant upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00,1.00 or (y2) in the case of such Indebtedness incurred to clause consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (B). It determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is understood and agreed secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the full amount available Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under clause Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have been used automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in connection with the 2015Incurrence-1 Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Commitment IncreaseLoan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date thereof (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided provided, that, such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(c) and, in connection with respect to any Incremental Amendment Commitment, the primary purpose of which is to finance an acquisition a Permitted Acquisition, a waiver in full or investment permitted by this Agreement, in part of the requirement pursuant conditions set forth in clauses (a) and (b) (other than with respect to this clause (d)(i) shall be that no any Event of Default under Section 8.01(a) or, with respect to the Borrowers, or (f)) of Section 8.01(f) shall exist after giving effect to such Incremental Commitments;4.02 (ii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceSection 2.12(d)(iii); and); (iii) (A) after giving Pro Forma Effect to the making of Incremental Loans under such Incremental Amendment, the Senior Secured Net Leverage Ratio does not exceed 4.00 to 1.00 (and for purposes of such calculation, all Incremental Equivalent Debt shall be deemed to be secured by the Collateral whether or not so secured); or (B) together with the Incremental Loans made under such Incremental Amendment, the aggregate principal amount of Incremental Commitments shall not, together with Loans made under this clause (B) (plus Incremental Equivalent Debt incurred in reliance on clause (i)(B) of Section 2.12(g)) does not exceed (i) $250,000,000 plus (ii) the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate any voluntary prepayments of Loans (A) (1) prior to the Delayed Draw Funding Dateextent not made with the proceeds of Indebtedness (other than Indebtedness under the ABL Facilities or extensions of credit under any other revolving credit or similar facility); provided, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this that, it is understood that Incremental Loans may be incurred under either clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) as selected by the Borrower in its sole discretion, including by designating any portion of the Available Incremental Amount prior Commitments in excess of an amount permitted to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) at the time of the Available Incremental Amount concurrently with amounts such incurrence as incurred under clause (B)); and (iv) thereof will not count as Indebtedness for to the purposes extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in connection law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Lenders are provided with the 2015-1 Revolving Commitment Increasebenefit of the applicable Loan Documents.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event (x) if the proceeds of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is Indebtedness are being used to finance an acquisition a Permitted Acquisition or investment Investment permitted by this Agreementhereunder, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(for (f) shall have occurred and be continuing or would exist after giving effect to such Incremental CommitmentsIndebtedness, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Indebtedness; (ii) [Reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 2,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 2,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceclause (iv) below); and (iiiiv) the aggregate amount of the Incremental Term Loans and the Incremental Equivalent Debt shall not exceed (A) an amount equal to $25,000,000, minus, the aggregate principal amount of any First Lien Incremental Term Loans, any Incremental Revolving Credit Commitments shall not, together with the aggregate principal amount of Permitted and any First Lien Incremental Equivalent Debt, exceed Debt incurred or issued in the aggregate (Areliance on Section 2.14(d)(iv)(A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less of the First Lien Incremental Usage Amount) Credit Agreement (or any equivalent provision of a First Lien Credit Agreement designated as such in connection with a Permitted Refinancing thereof), plus (B) at the Borrowers’ option, up to an additional amount of Incremental Term Loans together with the aggregate principal amount of Permitted and/or Incremental Equivalent DebtDebt so long as, such that in the case of this clause (B) only (x) with respect to any Incremental Facility secured by Liens on any assets or properties of the Borrower or its Restricted Subsidiaries, the Consolidated Senior Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the Test Period purposes of such calculation) is no more than 3.50 to 1.00 or (y) with respect to any unsecured Incremental Facility, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the purposes of such calculation) is no more than 5.00 to 1.00, in each case, calculated as of the last day of the most recently ended calculated Test Period for which financial statements are internally available, determined on a pro forma basis the applicable Incremental Facility Closing Date, after giving effect to any such incurrenceincurrence or issuance (or, does not exceed at the option of the Borrower, on the date of establishment of the commitments in respect thereof assuming the full amounts of all such additional amounts is drawn and outstanding) on a Pro Forma Basis; plus (AC) an amount equal to the sum of all voluntary prepayments or repurchases of Term Loans made pursuant to Section 2.05(a) or Section 10.07(l)(x) except to the extent, in each case, financed with long term Indebtedness (other than Incremental Term Loans) (it being understood that (I) the Borrower shall be deemed to have used amounts under clause (C) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available utilization of amounts under clauses clause (A) or (B), and the “Available Incremental Amount”); provided that (x) the Borrowers may elect Borrower shall be deemed to use have used amounts under clause (B) of (to the Available Incremental Amount extent compliant therewith) prior to clause (A) thereof, and if both utilization of amounts under clause (A) and (C), and (II) Loans may be incurred under both clauses (A) and/or (C) and clause (B) are available ), and proceeds from any such incurrence may be utilized in a single transaction by first calculating the Borrowers do not make an election, the Borrowers will be deemed to have elected incurrence under clause (B) above and (y) any amounts incurred then calculating the incurrence under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause and/or (BC) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (Babove). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.03 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.03 shall be deemed to refer to the effective date of such Incremental Amendment); provided provided, that, such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.03(a) and, in connection with respect to any Incremental Amendment Commitment, the primary purpose of which is to finance an a Permitted Acquisition or other acquisition or investment that is a permitted by Investment under this Agreement, a waiver in full or in part of the requirement pursuant to this clause conditions set forth in Section 4.03(b) (d)(i) shall be that no other than any Event of Default under Section 8.01(a), (b), (g) or, or (h)) and Section 4.03(c) (other than with respect to the Borrowers, Section 8.01(fSpecified Representations (conformed as reasonably necessary for such Permitted Acquisition or such other acquisition to provide for certainty of funding in connection with such transaction) shall exist after giving effect to such Incremental Commitmentswhich may only be waived with the consent of the Required Lenders); (ii) each (A) after giving Pro Forma Effect to both (x) the making of the Incremental Loans under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio (calculated, 38669945_32 without taking into account for cash netting purposes, any proceeds of Incremental Loans retained by the Borrower) as of the Closing Date or (B) alternatively if the condition set forth in clause (ii)(A) is not able to be satisfied, the aggregate principal amount of Incremental Loans made in reliance of this clause (B) (including the Incremental Loans made under such Incremental Amendment) shall not exceed $40,000,000; (iii) Each Incremental Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceSection 2.17(b)); and (iiiiv) to the aggregate principal amount extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Commitments shall not, together Lenders are provided with the aggregate principal amount benefit of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment IncreaseLoan Documents.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Revolving Credit Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Revolving Credit Commitments; (ii) each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $10,000,000 2,500,000 and shall be in an increment of $1,000,000 500,000 (provided that such amount may be less than $10,000,000 2,500,000 or $500,000, as applicable, if such amount represents all remaining availability under the limit set forth in the next sentenceclause (iii) below); and (iii) the aggregate principal amount of the Incremental Revolving Credit Commitments shall not, together with not exceed the sum of (A) the greater of (I) $143,000,000 and (II) 100% of Consolidated EBITDA as of the last day of the most recently ended Test Period (calculated on a Pro Forma Basis) minus the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 Indebtedness incurred pursuant to this clause (Aii)(A) (less of the First Lien Incremental Usage Amount) or definition of “Permitted Ratio Debt”, plus (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior equal to the Delayed Draw Funding Date 5.50 to 1.00 sum, without duplication, of all permanent voluntary commitment reductions or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) terminations of the Available Incremental Amount prior Revolving Credit Facility or any other revolving facility incurred pursuant to clause (A) thereof, above or clause (ii)(A) of the definition of “Permitted Ratio Debt” (it being understood that (x) amounts under clause (B) shall be deemed to have been used prior to utilization of amounts under clause (A) and if (y) loans may be incurred under both clause clauses (A) and (B) are available and proceeds from any such incurrence under such clauses may be utilized in a single transaction by first calculating the Borrowers do not make an election, the Borrowers will be deemed to have elected incurrence under clause (B) above and (y) any amounts incurred then calculating the incurrence under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date thereof (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided provided, that, such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(iii) and, in connection with respect to any Incremental Amendment Commitment the primary purpose of which is to finance an acquisition a Permitted Acquisition, a waiver in full or investment permitted by this Agreement, in part of the requirement pursuant conditions set forth in clauses (i) and (ii) (other than with respect to this clause (d)(i) shall be that no any Event of Default under Section 8.01(a) or, with respect to the Borrowers, or (f)) of Section 8.01(f) shall exist after giving effect to such Incremental Commitments4.02; (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(d)(iii)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.14(d)(iii); and); (iii) (A) after giving Pro Forma Effect to both (x) the making of Incremental Term Loans or establishment of Incremental Revolving Credit Commitments (assuming a borrowing of the maximum amount of Loans available thereunder) under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Term Loans or Incremental Revolving Credit Commitments rank pari passu in right of security with the Obligations under Term Loans and Revolving Credit Loans secured on a first lien basis, the Consolidated First Lien Net Leverage Ratio does not exceed 5.002.50 :1.00, (2) if such Incremental Term Loans or Incremental Revolving Credit Commitments rank junior in right of security with the Obligations under Term Loans and Revolving Credit Loans secured on a first lien basis, the Secured Net Leverage Ratio does not exceed 6.254.20:1.00 or (3) if such Incremental Term Loans or Incremental Revolving Credit Commitments isare unsecured, the Total Net Leverage Ratio does not exceed 6.254.20:1.00; or (B) together with the Incremental Term Loans made and Incremental Revolving Credit Commitments established under such Incremental Amendment, the aggregate principal amount of Incremental Term Loans made and Incremental Revolving Credit Commitments established under this clause (B) (plus the Second Lien Incremental Usage Amount and Incremental Equivalent Debt incurred in reliance on clause (i)(B) of Section 2.14(h)) does not exceed (i) $85,000,000 (provided, that such amount shall notnot be reduced by the Term B-2 Loans, together with Additional Commitments (as defined in Amendment No.1) or the aggregate 2016 Second Lien Incremental Term Loan (as defined in Amendment No.1)), following the Amendment No. 3 Effective Date, (i) $42,600,000 plus (ii) the principal amount of Permitted Incremental Equivalent Debt, exceed any voluntary prepayments of Term Loans following the Amendment No. 3 Effective Date (to the extent not made with the proceeds of Indebtedness (other than the incurrence of Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility) plus (iii) in the aggregate (A) (1) prior case of any Incremental Commitment established after the Amendment No. 3 Effective Date that effectively extends the Maturity Date or any other maturity date with respect to any Class of Loans or Commitments hereunder, an amount equal to the Delayed Draw Funding portion of the relevant Class of Loans or Commitments that will be replaced by such Incremental Commitments plus (iv) in the case of any Incremental Commitment that effectively replaces any Revolving Credit Commitment terminated in accordance with Section 3.07,3.07 after the Amendment No. 3 Effective Date, $100,000,000 or (2) on an amount equal to the relevant terminated Revolving Credit Commitment; provided, that, it is understood that Incremental Term Loans and after the Delayed Draw Funding Date $150,000,000 pursuant to this Incremental Revolving Credit Commitments may be incurred under either clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) as selected by the Borrower in its sole discretion, including by designating any portion of the Available Incremental Amount prior Commitments in excess of an amount permitted to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) at the time of the Available Incremental Amount concurrently with amounts such incurrence as incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed ); provided further that the full amount available under clause of Incremental Term Commitments, Incremental Term Loans and Incremental Revolving Credit Commitments that are permitted shall in no event be reduced by the amount of the increase in the Initial Revolving Credit Commitments occurring on the Amendment No. 3 Effective Date; and (iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) shall have been used customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in connection law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Lenders are provided with the 2015-1 Revolving Commitment Increasebenefit of the applicable Loan Documents.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment and the Incremental Commitments thereunder shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default shall have occurred and be continuing or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall would exist after giving effect to such Incremental Commitments; (ii) the representations and warranties set forth in Article VI shall be true and correct on and as of the date on which such Incremental Commitments are to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (iii) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b) after giving effect to any Incremental Commitments on a Pro Forma Basis (assuming all Loans available under such Incremental Commitments had been outstanding as of the last day of such period); (iv) each Incremental Commitment shall be in an aggregate principal amount that is not less than $10,000,000 (or if less, the entire remaining amount available for such institution) and shall be in an increment of $1,000,000 (provided that or such amount may be less than $10,000,000 if such amount represents all remaining availability under lesser amounts as agreed by the limit set forth in the next sentenceAdministrative Agent); and; (iiiv) after giving effect to such Incremental Commitment, the aggregate principal amount of all Incremental Commitments effected pursuant to this Section 2.16 shall not, together with not exceed $125,000,000; (vi) receipt by the aggregate principal amount Administrative Agent of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior such resolutions of the board of directors of the Loan Parties and opinions of counsel to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior Loan Parties as it may reasonably request relating to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on organizational authority for such Commitment increase and after the Delayed Draw Funding Dateenforceability thereof and any other matters relevant thereto, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent (vii) such other conditions as the Borrower, each Lender providing such Incremental Commitments and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) Administrative Agent shall have been used in connection with the 2015-1 Revolving Commitment Increaseagree.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided thatprovided, that with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition any Permitted Acquisition or investment permitted by this AgreementInvestment, including any Limited Condition Transaction, the requirement pursuant to condition set forth in this clause (d)(ii) shall be that no (other than any Event of Default under pursuant to Section 8.01(a) or, with respect to the BorrowersParent Borrower, Section 8.01(f) shall exist after giving effect to such ), which may only be waived with the consent of the Required Lenders), may be waived or omitted in full or in part by Incremental Lenders holding more than 50% of the applicable aggregate Incremental Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(d)(iv) permitted to be borrowed at such time) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.14(d)(iv) permitted to be borrowed at such time); and; (iiiiv) the aggregate principal amount of the Incremental Term Loans, the Incremental Revolving Credit Commitments and Incremental Equivalent Debt incurred pursuant to this Section 2.14 shall notnot exceed (A) the greater of (I) $175,000,000 and (II) 75% of Trailing Four Quarter Consolidated EBITDA minus the aggregate amount of Indebtedness incurred (without duplication) pursuant to clause (A) of the definition of “Maximum Additional First Lien Debt Amount” or clause (A) of the definition of “Maximum Additional Second Lien/Junior Debt Amount” (in each case as defined in the Second Lien Notes Indenture), together with plus (B) an amount equal to the sum of (I) the aggregate principal amount of all voluntary prepayments (including through debt buybacks (whether through open market purchases or otherwise) and Dutch auctions) of (x) Term Loans, Permitted Ratio Debt or Incremental Equivalent Debt, exceed Debt that constitutes First Lien Obligations and (y) to the extent incurred in the aggregate reliance on clause (A) above, Incremental Equivalent Debt that constitutes Second Lien Obligations or that is unsecured and (1II) prior the aggregate principal amount of permanent voluntary commitment reductions under the ABL Credit Agreement in connection with the termination of the ABL Credit Agreement or any other revolving facility the Indebtedness under which constitutes First Lien Obligations, in each case, made or effectuated after the Closing Date (provided that voluntary permanent commitment reductions with respect to the Delayed Draw Funding DateABL Credit Agreement may only be utilized to incur Incremental Revolving Credit Commitments and not Incremental Term Commitments), $100,000,000 in each case except to the extent financed with proceeds of long-term Indebtedness (other than revolving Indebtedness); provided that to the extent any voluntary prepayment, repurchase or (2) on and after the Delayed Draw Funding Date $150,000,000 commitment reduction builds capacity to incur Indebtedness pursuant to this clause (AB) (less the First Lien Incremental Usage Amount) or and clause (B) at of the Borrowers’ optiondefinition of “Maximum Additional First Lien Debt Amount” or clause (B) of the definition of “Maximum Additional Second Lien/Junior Debt Amount” (in each case as defined in the Second Lien Notes Indenture), up such capacity pursuant to this clause (B) shall be reduced by the amount of any Indebtedness incurred in reliance on such capacity pursuant to (without duplication) clause (B) of the definition of “Maximum Additional First Lien Debt Amount” or clause (B) of the definition of “Maximum Additional Second Lien/Junior Debt Amount” (in each case as defined in the Second Lien Notes Indenture), plus (C) an unlimited additional amount of Incremental Loans together with the aggregate principal amount of Permitted Term Loans, Incremental Revolving Credit Commitments and/or Incremental Equivalent DebtDebt so long as (x) in the case of Incremental Term Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt secured by any Applicable Lien, the First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a Pro Forma Basis after giving effect to any such incurrence, does not exceed 3.95 to 1.00 (in the case of an incurrence of Incremental Revolving Credit Commitments, such that ratio determined only at the time the relevant Commitment is established and assuming such then incurred Incremental Revolving Credit Commitments are fully drawn and calculating the First Lien Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred), (y) in the case of Incremental Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt secured by Liens on the Collateral (other than Applicable Liens), the Senior Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis Pro Forma Basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 5.75 to 1.00 (in the applicable case of an incurrence of Incremental Revolving Credit Commitments, such ratio determined only at the time the relevant Commitment is established and assuming such then incurred Incremental Revolving Credit Commitments are fully drawn and calculating the Senior Secured Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred) and (z) in the case of Incremental Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt that are (or is) unsecured, either (1) the Fixed Charge Coverage Ratio for the Test Period most recently ended calculated on a Pro Forma Basis after giving effect to any such incurrence, is not less than 2.00 to 1.00 (in the case of an incurrence of Incremental Revolving Credit Commitments, such ratio determined only at the time the relevant Commitment is established and assuming such then incurred Incremental Revolving Credit Commitments are fully drawn and calculating the Fixed Charge Coverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred) or (2) if incurred in connection with a Permitted Acquisition or other Investment, the Fixed Charge Coverage Ratio on a Pro Forma Basis does not decrease immediately after giving effect to such Permitted Acquisition, Investment or other Specified Transaction (the amount available under clauses (A) or ), (B) and (C), the “Available Incremental Amount”); provided that (xI) the Borrowers may elect to use clause (BC) of the Available Incremental Amount prior to clause (A) thereof, or (B) and if both regardless of whether there is capacity under clause (A) or (B), and if clauses (A), (B) and (BC) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (C), (II) the Borrowers may reclassify utilizations among clauses (A), (B) and (yC) any of the Available Incremental Amount if, at the time of such reclassification, the Borrowers would be permitted to incur the aggregate principal amount of Indebtedness being so reclassified, and (III) if amounts incurred under clause (A) or (B) of the Available Incremental Amount are incurred concurrently with amounts incurred under clause the incurrence of Incremental Loans or Incremental Commitments and/or Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance on clauses (A) or (B) thereof will not count as Indebtedness for of the purposes of calculating Available Incremental Amount or any amounts pursuant to a fixed dollar basket in Section 7.03, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio shall be calculated without giving effect to such amounts incurred (or commitments obtained) in connection with such incurrence pursuant to clause (B). It is understood and agreed that reliance on the full amount available under clause foregoing clauses (A) or (B) or such fixed dollar basket in Section 7.03; and (v) the Incremental Term Loans made pursuant to any Term Loan Increase shall have been used be added to (and form part of) each Borrowing of outstanding Term Loans under the respective Class subject to such Term Loan Increase on a pro rata basis (based on the principal amount of each Borrowing) so that each Lender under such Class will participate proportionately in connection with each then outstanding Borrowing of Term Loans under such Class after giving effect to such Term Loan Increase, provided that regularly accruing interest and fees through the 2015-1 Revolving Commitment Increasedate of the applicable Incremental Facility Closing Date (as well as amounts owing to any Lender pursuant to Sections 3.01, 3.04, 3.05, 10.04 and 10.05 or similar provisions pursuant to the other Loan Documents) shall remain payable to the respective Lenders to which such amounts were owing.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.03 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.03 shall be deemed to refer to the effective date of such Incremental Amendment); provided provided, that, such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.03(a) and, in connection with respect to any Incremental Amendment Commitment, the primary purpose of which is to finance an a Permitted Acquisition or other acquisition or investment that is a permitted by Investment under this Agreement, a waiver in full or in part of the requirement pursuant to this clause conditions set forth in Section 4.03(b) (d)(i) shall be that no other than any Event of Default under Section 8.01(a), (b), (g) or, or (h)) and Section 4.03(c) (other than with respect to the Borrowers, Section 8.01(fSpecified Representations (conformed as reasonably necessary for such Permitted Acquisition or such other acquisition to provide for certainty of funding in connection with such transaction) shall exist after giving effect to such Incremental Commitmentswhich may only be waived with the consent of the Required Lenders); (ii) each (A) after giving Pro Forma Effect to both (x) the making of the Incremental Loans under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio (calculated, without taking into account for cash netting purposes, any proceeds of Incremental Loans retained by the Borrower) as of the Closing Date or (B) alternatively if the condition set forth in clause (ii)(A) is not able to be satisfied, the aggregate principal amount of Incremental Loans made in reliance of this clause (B) (including the Incremental Loans made under such Incremental Amendment) shall not exceed $40,000,000; (iii) Each Incremental Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceSection 2.17(b)); and (iiiiv) to the aggregate principal amount extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Commitments shall not, together Lenders are provided with the aggregate principal amount benefit of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment IncreaseLoan Documents.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date thereof (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided thatthat such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(c) and, in connection with respect to any Incremental Amendment Commitment the primary purpose of which is to finance an acquisition a Permitted Acquisition, a waiver in full or investment permitted by this Agreementin part of the conditions set forth in Section 4.02(a) (other than the accuracy, to the requirement pursuant extent required under Section 4.02(a), of any Specified Representations (as conformed to this clause apply to such acquisition, including giving effect to any certain funds conditions with respect to the Collateral)) and Section 4.02(b) (d)(i) shall be that no other than with respect to any Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitmentsor (f)); (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.16(d)(iii)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.16(d)(iii); and); (iii) the aggregate principal amount of Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) after giving Pro Forma Effect to both (x) the making of Incremental Term Loans or establishment of Incremental Revolving Credit Commitments (assuming a borrowing of the maximum amount of Loans available thereunder) under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, (1) prior to if such Incremental Term Loans or Incremental Revolving Credit Commitments rank pari passu in right of security with the Delayed Draw Funding Date2018 Refinancing Term B Loans and Revolving Credit Loans incurred under the Initial Revolving Credit Commitments, $100,000,000 the First Lien Net Leverage Ratio does not exceed 2.00:1.00 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien if such Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount Term Loans rank junior in right of Incremental Loans together security with the aggregate principal amount of Permitted Incremental Equivalent Debt2018 Refinancing Term B Loans and Revolving Credit Loans incurred under the Initial Revolving Credit Commitments, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”)2.00:1.00; provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.or

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event (x) if the proceeds of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is Indebtedness are being used to finance an acquisition a Permitted Acquisition or investment Investment permitted by this Agreementhereunder, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(for (f) shall have occurred and be continuing or would exist after giving effect to such Incremental CommitmentsIndebtedness, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Indebtedness; (ii) [Reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 2,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 2,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceclause (iv) below); and (iiiiv) the aggregate amount of the Incremental Term Loans and the Incremental Equivalent Debt shall not exceed (A) an amount equal to $25,000,000, minus, the aggregate principal amount of any First Lien Incremental Term Loans, any Incremental Revolving Credit Commitments shall not, together with the aggregate principal amount of Permitted and any First Lien Incremental Equivalent Debt, exceed Debt incurred or issued in the aggregate (Areliance on Section 2.14(d)(iv)(A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less of the First Lien Incremental Usage Amount) Credit Agreement (or any equivalent provision of a First Lien Credit Agreement designated as such in connection with a Permitted Refinancing thereof), plus (B) at the Borrowers’ option, up to an additional amount of Incremental Term Loans together with the aggregate principal amount of Permitted and/or Incremental Equivalent DebtDebt so long as, such that in the case of this clause (B) only (x) with respect to any Incremental Facility secured by Liens on any assets or properties of the Borrower or its Restricted Subsidiaries, the Consolidated Senior Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the Test Period purposes of such calculation) is no more than 3.50 to 1.00 or (y) with respect to any unsecured Incremental Facility, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the purposes of such calculation) is no more than 5.00 to 1.00, in each case, calculated as of the last day of the most recently ended calculated Test Period for which financial statements are internally available, determined on a pro forma basis the applicable Incremental Facility Closing Date, after giving effect to any such incurrenceincurrence or issuance (or, does not exceed at the option of the Borrower, on the date of establishment of the commitments in respect thereof assuming the full amounts of all such additional amounts is drawn and outstanding) on a Pro Forma Basis; plus (AC) an amount equal to the sum of all voluntary prepayments or repurchases of Term Loans made pursuant to Section 2.05(a) or Section 10.07(l)(x) except to the extent, in each case, financed with long term Indebtedness (other than Incremental Term Loans) (it being understood that (I) the Borrower shall be deemed to have used amounts under clause (C) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available utilization of amounts under clauses clause (A) or (B), and the “Available Incremental Amount”); provided that (x) the Borrowers may elect Borrower shall be deemed to use have used amounts under clause (B) of (to the Available Incremental Amount extent compliant therewith) prior to clause (A) thereof, and if both utilization of amounts under clause (A) and (B) are available and the Borrowers do not make an electionC), the Borrowers will be deemed to have elected clause (B) and (yII) any amounts Loans may be incurred under clause both clauses (A) of the Available Incremental Amount concurrently with amounts incurred under clause and/or (BC) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.clause

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event (x) if the proceeds of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is Indebtedness are being used to finance an acquisition a Permitted Acquisition or investment Investment permitted by this Agreementhereunder, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(for (f) shall have occurred and be continuing or would exist after giving effect to such Incremental CommitmentsIndebtedness, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Indebtedness; (ii) [Reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in clause (iv) below) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $2,500,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $2,500,000 if such amount represents all remaining availability under the next sentencelimit set forth in clause (iv) below); and (iiiiv) the aggregate amount of the Incremental Term Loans, the Incremental Revolving Credit Commitments and the Incremental Equivalent Debt shall not exceed an amount equal to (A) if (and only if) the Consolidated First Lien Net Leverage Ratio is less than or equal to 4.00 to 1.00 as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(a) or (b) (determined on a Pro Forma Basis in accordance with Section 1.09 on the applicable Incremental Facility Closing Date), $40,000,000 minus, the aggregate principal amount of any Second Lien Incremental Commitments shall not, together with the aggregate principal amount of Permitted Term Loans and any Second Lien Incremental Equivalent DebtDebt incurred or issued in reliance on Section 2.14(d)(iv)(A) of the Second Lien Credit Agreement (or any equivalent provision of a Second Lien Credit Agreement designated as such in connection with a Permitted Refinancing thereof), exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or plus (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Term Loans, Incremental Revolving Credit Commitments and/or Incremental Equivalent Debt, so long as, in the case of this clause (B) only, (x) if such Indebtedness is to be secured on a pari passu basis as to security with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the purposes of such calculation) is no more than 3.75 to 1.00 as of the last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to AMERICAS 94626185 any such incurrence or issuance on a Pro Forma Basis, and, in each case, with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available thereunder and treating all refinancing Indebtedness in respect of such Indebtedness that is unsecured or secured on a junior lien basis to the Term Loans as at all times being secured on a first priority basis) (unless the Borrower complies with the Consolidated Total Net Leverage Ratio described in succeeding clause (z) or the Consolidated Total Secured Net Leverage Ratio described in succeeding clause (y), as the case may be, at the time of the incurrence of such refinancing Indebtedness), (y) in the case of Incremental Equivalent Debt that is secured on a junior basis to the Obligations, the Consolidated Total Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the Test Period purposes of such calculation) is no more than 4.50 to 1.00 as of the last day of the most recently ended calculated Test Period for which financial statements are internally available, determined on a pro forma basis the applicable Incremental Facility Closing Date, after giving effect to any such incurrenceincurrence or issuance on a Pro Forma Basis and, does not exceed (A) prior in each case, treating all refinancing Indebtedness in respect of such Indebtedness that is unsecured as at all times being secured on a junior Lien basis to the Delayed Draw Funding Date 5.50 to 1.00 or Facilities (B) on and after unless the Delayed Draw Funding Date, 5.00 to 1.00 (Borrower complies with the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use Consolidated Total Net Leverage Ratio described in succeeding clause (Bz) at the time of the Available Incremental Amount prior to clause (A) thereof, and if both clause (Aincurrence of such refinancing Indebtedness) and (Bz) are available and in the Borrowers do not make an electioncase of Incremental Equivalent Debt that is unsecured, the Borrowers will be deemed to have elected clause Consolidated Total Net Leverage Ratio (B) determined on a Pro Forma Basis in accordance with Section 1.09 and (y) without netting the cash proceeds of any amounts such Indebtedness being so incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating such calculation) is no more than 5.50 to 1.00 as of the Secured Net Leverage Ratio in connection with last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence or issuance on a Pro Forma Basis, plus (C) an amount equal to the sum of (i) all voluntary prepayments or repurchases of Term Loans made pursuant to Section 2.05(a) or Section 10.07(l)(x) (other than Incremental Term Loans incurred in reliance on preceding clause (B). It is understood ) and agreed that the full amount available under (ii) all permanent voluntary reductions or terminations of Revolving Credit Commitments and Incremental Revolving Credit Commitments (other than Incremental Revolving Credit Commitments obtained in reliance on preceding clause (AB)) shall have been used pursuant to Section 2.06(a) except to the extent, in connection each case, financed with the 2015-1 long term Indebtedness (other than Revolving Commitment IncreaseCredit Loans).

Effectiveness of Incremental Amendment. The obtaining of Other Commitments, the making of Other Term Loans, the incurrence of Indebtedness in respect of Other Notes, the effectiveness of any Incremental Amendment and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (or, in the case of Other Commitments, Other Term Loans and Other Notes, on the date of the extension of such commitments or the incurrence or issuance of such Other Term Loans or Other Notes, as applicable) (the “Incremental Facility Closing Date”) of each of the following conditions: (i) with respect to any Incremental Commitments, no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any that in the case of Incremental Amendment the primary purpose of which is Commitments incurred to finance an acquisition a Permitted Acquisition or investment a permitted by this Agreement, the requirement Investment in connection with a joint venture pursuant to this clause Sections 7.02(m), (d)(in), (o), (p), (t) shall be that or (x) (including in any event a Limited Condition Acquisition) no Event of Default (in the case of Limited Condition Acquisitions, as determined in accordance with ‎Section 1.09(f)) under Section 8.01(aSections ‎8.01(a) or, and ‎8.01(f) shall exist on (i) the date that the Borrower or the applicable Restricted Subsidiary enters into a binding agreement with respect to such Permitted Acquisition or Investment in connection with a joint venture pursuant to Sections 7.02(m), (n), (o), (p), (t) or (x), or (ii) in the Borrowerscase of Incremental Commitments incurred to finance a Limited Condition Acquisition, Section 8.01(f) shall exist after giving effect to such Incremental Commitmentson the LCA Test Date; (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in clause (iii) below) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in clause (iii) below); and (iii) the aggregate principal amount of the Incremental Term Loans, the Other Term Loans, the Incremental Revolving Credit Commitments and the Other Notes shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, not exceed in the aggregate (A) an amount equal to (1x) prior to $60,000,000 plus (y) the Delayed Draw Funding DateReallocated Incremental Amount, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or if any, plus (B) at the Borrowers’ option, up to an additional amount of Incremental Term Loans, Incremental Revolving Credit Commitments, Other Commitments, Other Term Loans together with and/or Other Notes, (1) so long as the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Consolidated Senior Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with ‎Section 1.09) is equal to or less than 3.50 to 1.00 (assuming for purposes of this calculation that all additional amounts to be incurred constitute Consolidated Senior Secured Net Debt) or (2) so long as, to the Test Period extent such Indebtedness consists of Other Term Loans that are unsecured or secured on a junior lien basis to the Term Loans and the Revolving Credit Loans or Other Notes, the Consolidated Senior Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with ‎Section 1.09) is equal to or less than 3.75 to 1.00, in each case of clauses (1) and (2) as of the last day of the most recently ended calculated period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on a pro forma basis the applicable Incremental Facility Closing Date, after giving effect to any such incurrenceincurrence or issuance on a Pro Forma Basis, does not exceed (A) prior and, in each case, with respect to any Incremental Revolving Credit Commitment or Incremental Term Commitment established at such time, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans, Incremental Revolving Credit Commitments, Other Commitments, Other Term Loans and/or Other Notes for the purposes of netting; provided, further that to the Delayed Draw Funding Date 5.50 extent the proceeds thereof are used to 1.00 or repay Indebtedness, Pro Forma Effect and all other customary pro forma adjustments, including, in connection with an investment, shall be given to such repayment of Indebtedness; (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided it being understood that (x) the Borrowers may elect to use amounts under clause (B) of (to the Available Incremental Amount extent compliant therewith) shall be deemed to have used prior to utilization of amounts under clause (A) thereof), and if (y) loans may be incurred under both clause clauses (A) and (B) are available above, and proceeds from any such incurrence under both clauses (A) and (b) above, may be utilized in a single transaction by first calculating the Borrowers do not make an election, the Borrowers will be deemed to have elected incurrence under clause (B) above and (y) any amounts incurred then calculating the incurrence under clause (A) of the Available Incremental Amount concurrently with above in addition to amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with above, even if such incurrence pursuant to under (A) results in amounts incurred in excess of amounts permitted by clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date thereof (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided thatthat such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(c) and, in connection with respect to any Incremental Amendment Commitment the primary purpose of which is to finance an acquisition a Permitted Acquisition, a waiver in full or investment permitted by this Agreementin part of the conditions set forth in Section 4.02(a) (other than the accuracy, to the requirement pursuant extent required under Section 4.02(a), of any Specified Representations (as conformed to this clause apply to such acquisition, including giving effect to any certain funds conditions with respect to the Collateral)) and Section 4.02(b) (d)(i) shall be that no other than with respect to any Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitmentsor (f)); (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.16(d)(iii)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.16(d)(iii); and); (iii) the aggregate principal amount of Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) after giving Pro Forma Effect to both (x) the making of Incremental Term Loans or establishment of Incremental Revolving Credit Commitments (assuming a borrowing of the maximum amount of Loans available thereunder) under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, (1) prior to if such Incremental Term Loans or Incremental Revolving Credit Commitments rank pari passu in right of security with the Delayed Draw Funding Date2018 Refinancing2021 Incremental Term Loans, $100,000,000 2021 Incremental Term Loans and 2021 Refinancing Revolving Credit Loans incurred under the 2021 Refinancing Revolving Credit Commitments and 2023 Term Loans, the First Lien Net Leverage Ratio does not exceed 2.00:1.00 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien if such Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount Term Loans rank junior in right of Incremental Loans together security with the aggregate principal amount of Permitted 2018 Refinancing2021 Incremental Equivalent DebtTerm Loans, such that 2021 Incremental Term Loans and 2021 Refinancing Revolving Credit Loans incurred under the 2021 Refinancing Revolving Credit Commitments and 2023 Term Loans, the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”)2.00:1.00; provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.or

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, Commitments (other than in connection with respect to any Incremental Amendment a Limited Condition Transaction where the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) standard shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section or 8.01(f) shall exist after giving effect to such Incremental Commitments)); (ii) the representations and warranties in Article V of this Agreement shall be true and correct in all material respects (other than in connection with a Limited Condition Transaction); (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in clause (v) below); (iv) any Incremental Revolving Credit Lender that is not an existing Lender is subject to the consent of the L/C Issuers; and (iiiv) at the time of and after giving effect to the effectiveness of any proposed Incremental Commitments, the aggregate principal amount of the Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, not exceed in the aggregate (A) (1i) prior an amount equal to the Delayed Draw Funding DateStarter Basket plus (ii) the amount of all prior voluntary prepayments of Term Loans, $100,000,000 or (2) on Revolving Credit Loans, Incremental Loans and after the Delayed Draw Funding Date $150,000,000 Indebtedness incurred pursuant to this clause Section 7.03(v)(i) that is secured by a Lien on the Collateral on a pari passu basis with the Obligations (Ain each case, with respect to any revolving loans, to the extent accompanied by a permanent reduction in such revolving commitments) (less net of Incremental Equivalent Debt incurred in lieu of the First Lien Incremental Usage Amount) Starter Basket), in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term Indebtedness, plus (B) at the Borrowers’ option, up to an additional amount of Incremental Term Loans together and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Facility not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (a) in the case of any Incremental Facility that is secured by a Lien on the Collateral on a pari passu basis with the aggregate principal amount Obligations, either (x) the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 3.75:1.00, or (y) in the case of Indebtedness incurred to consummate a Permitted Acquisition or any other Investment not prohibited hereunder, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09), does not exceed the greater of (I) 3.75:1.00 and (II) the Consolidated First Lien Net Leverage Ratio immediately prior to the consummation of such Permitted Acquisition or other Investment, (b) in the case of any Incremental Equivalent DebtFacility that is secured by a Lien on the Collateral on a basis junior to the Obligations, such that either (x) the Consolidated Secured Net Leverage Ratio for the Test Period most recently ended calculated (determined on a pro forma basis after giving effect Pro Forma Basis in accordance with Section 1.09) does not exceed 4.00:1.00, or (y) in the case of Indebtedness incurred to consummate a Permitted Acquisition or any such incurrenceother Investment not prohibited hereunder, either the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09), does not exceed the greater of (AI) 4.00:1.00 and (II) the Consolidated Secured Net Leverage Ratio immediately prior to the Delayed Draw Funding Date 5.50 to 1.00 consummation of such Permitted Acquisition or other Investment, or (Bc) in the case of any Incremental Facility that is unsecured, either (x)(I) the Consolidated Total Net Leverage Ratio (determined on and after the Delayed Draw Funding Datea Pro Forma Basis in accordance with Section 1.09) does not exceed 4.25:1.00, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B)II) in the case of such Indebtedness incurred to consummate a Permitted Acquisition or any other Investment not prohibited hereunder, the “Available Incremental Amount”); provided that Consolidated Total Net Leverage Ratio (xdetermined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the greater of (X) 4.25:1.00 and (Y) the Borrowers may elect to use clause (B) of the Available Incremental Amount Consolidated Total Net Leverage Ratio immediately prior to clause the consummation of such Permitted Acquisition or other Investment or (Ay)(I) thereofthe Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than 2.00:1.00, or (II) in the case of such Indebtedness incurred to consummate a Permitted Acquisition or any other Investment not prohibited hereunder, either (X) the Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than 2.00:1.00 or (Y) the Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Interest Coverage Ratio immediately prior to the consummation of such Permitted Acquisition or other Investment; provided, that Incremental Term Loans and if Incremental Revolving Loan Commitments may be incurred under both clause clauses (A) and (B) are available above, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the Borrowers do not make an election, the Borrowers will be deemed to have elected incurrence under clause (B) above and (y) any amounts incurred then calculating the incurrence under clause (A) above; provided that the Borrower may redesignate any such Indebtedness originally designated as incurred pursuant to clause (A) above if, at the time of such redesignation, the Available Incremental Amount concurrently with amounts incurred Borrower would be permitted to incur under clause (B) thereof will not count as above the aggregate principal amount of Indebtedness being so redesignated (for the purposes of calculating clarity, with any such redesignation having the Secured Net Leverage Ratio in connection with such incurrence pursuant effect of increasing the Borrower’s ability to clause (B). It is understood and agreed that the full amount available incur indebtedness under clause (A) shall have been used in connection with above as of the 2015-1 Revolving Commitment Increasedate of such redesignation by the amount of such Indebtedness so redesignated).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date thereof (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided provided, that, such Incremental Amendment may include, in connection with respect to any Incremental Amendment Term Commitments the primary purpose of which is to finance an acquisition or investment permitted by this Agreementa Permitted Acquisition that is a Limited Condition Transaction, (x) a limitation of the requirement pursuant condition set forth in Section 4.02(i) to this clause customary “specified representations” and (d)(iy) shall be that no a limitation of the condition set forth in Section 4.02(ii) to any Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitmentsor (f); (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(d)(iii)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.14(d)(iii); and) or, in each case, such lesser amount as approved by the Administrative Agent; (iii) the aggregate principal amount of Incremental Term Loans made and Incremental Revolving Credit Commitments established under this Section 2.14 shall notnot exceed the greater of (i) $100,000,000 and (ii) 100% of Consolidated EBITDA; CHAR1\1970297v6 (iv) to the extent reasonably requested by the Administrative Agent, together with receipt by the aggregate principal amount Administrative Agent of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (1conformed as appropriate) prior other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Delayed Draw Funding Date, $100,000,000 or (2) on Administrative Agent and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at reaffirmation agreements and/or such amendments to the Borrowers’ option, up Collateral Documents as may be reasonably requested by the Administrative Agent in order to an additional amount of ensure that such Incremental Loans together Lenders are provided with the aggregate principal amount benefit of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis applicable Loan Documents; and (v) after giving effect to any such incurrenceIncremental Commitments (and, does not exceed (A) prior to in the Delayed Draw Funding Date 5.50 to 1.00 or (B) case of an Incremental Revolving Credit Commitment, assuming a full draw on and after such Incremental Revolving Credit Commitments, but excluding the Delayed Draw Funding Date, 5.00 to 1.00 (proceeds of such Incremental Commitments from netting in the applicable amount available under clauses (A) or (Bcalculation of Consolidated Total Net Rent Adjusted Leverage Ratio), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Consolidated Total Net Rent Adjusted Leverage Ratio shall not exceed 5.25:1.00; provided, that if such Incremental Commitments are being incurred in connection with such incurrence pursuant to clause (B). It a Limited Condition Transaction and an LCT Election is understood and agreed that made, the full amount available under clause (A) date of determination of whether this condition is satisfied shall have been used in connection with be the 2015-1 Revolving Commitment IncreaseLCT Test Date.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; (ii) The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects (or, to the extent qualified by materiality, in all respects) on the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in material respects as of such earlier date; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 15,000,000 if such amount represents all remaining availability under the limit set forth in clause (iv) below) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in clause (iv) below); and (iiiiv) the aggregate principal amount of the Incremental Term Loans and the Incremental Revolving Credit Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, not exceed in the aggregate (A) (1) prior an amount equal to the Delayed Draw Funding Date$150,000,000, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or plus (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together so long as (i) if such Indebtedness is secured on a pari passu basis with the aggregate principal amount of Permitted Incremental Equivalent DebtRevolving Credit Loans and the Term Loans, such that the Borrower’s Consolidated Secured Net Leverage Ratio for (determined on a Pro Forma Basis in accordance with Section 1.08) is not greater than 3.75:1.00 as of the Test Period last day of the most recently ended calculated period of four fiscal quarters of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 6.01(a) or (b), (ii) if such Indebtedness is secured on a pro forma junior basis with the Revolving Credit Loans and the Term Loans, the Borrower’s Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not greater than 6.50:1.00 as of the last day of the most recently ended Test Period and (iii) if such Indebtedness is unsecured, the Borrower’s Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not less than 2.00:1.00 as of the last day of the most recently ended Test Period, plus (C) the amount of (i) all voluntary prepayments of Initial Term Loans and any other pari passu secured Indebtedness permitted under this Agreement (except to the extent funded with the proceeds of any long-term Indebtedness or the Cure Amount) and (ii) all commitment reductions pursuant to Section 2.06, (the amount pursuant to immediately preceding clauses (A), (B) and (C), the “Incremental Amount”). The Incremental Amount shall be determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrenceincurrence of debt on a Pro Forma Basis, does not exceed and, in each case, (A1) prior assuming with respect to any Incremental Revolving Credit Commitment, a borrowing of the Delayed Draw Funding Date 5.50 to 1.00 or maximum amount of Loans available thereunder, (B2) on excluding the cash proceeds of any such Incremental Term Loans and/or Incremental Revolving Credit Commitments for the purposes of netting and after (3) shall be reduced by the Delayed Draw Funding Date, 5.00 to 1.00 (amount of the applicable then outstanding principal amount available under clauses (A) or (B), the “Available of any Incremental Amount”)Equivalent Debt; provided that to the extent the proceeds thereof are used to repay Indebtedness or to consummate an acquisition or investment, pro forma effect shall be given to such repayment of Indebtedness and the consummation of such acquisition or investment, as applicable; provided further, that when calculating the Incremental Amount (x) the Borrowers Borrower may elect reclassify any Incremental Loans incurred pursuant to use clause (B) of the Available Incremental Amount prior to preceding clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed as being incurred pursuant to have elected preceding clause (B) and (y) in the case of any amounts Incremental Loans incurred under clause concurrently pursuant to both preceding clauses (A) of the Available Incremental Amount concurrently with amounts incurred under clause and (B) thereof will not count as Indebtedness ), for the purposes purpose of calculating the Consolidated Secured Net Leverage Ratio in connection with such incurrence and the Consolidated Total Net Leverage Ratio (as applicable) pursuant to clause (B). It is understood and agreed that , the full amount available under of Incremental Loans incurred pursuant to clause (A) shall have been used not be included in connection such calculation; provided further, that if the proceeds of such Incremental Loans are, substantially concurrently with the 2015-1 Revolving Commitment Increasereceipt thereof, to be used by the Borrowers or any Restricted Subsidiary to finance, in whole or in part, a Permitted Acquisition, then (x) the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Incremental Facility Closing Date shall be (A) the Specified Representations and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that the Borrowers or any other Subsidiary has the right to terminate the obligations of the Borrowers or such other Subsidiary under such acquisition agreement or not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement), and (y) in lieu of the requirements of clause (ii), at the time of and immediately after such effectiveness, no payment or bankruptcy default or event of default shall have occurred or be continuing or would result from the incurrence of such Incremental Loan.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; (ii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence); and (iii) the aggregate principal amount of Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental CommitmentsTerm Commitments and Incremental Term Loans made pursuant thereto on the Incremental Facility Closing Date; provided thatprovided, with respect to any that in the case of Incremental Amendment the primary purpose of which is Term Commitments incurred to finance an acquisition a Permitted Acquisition or investment other permitted by this AgreementInvestments, the such requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect subject to customary “Funds Certain Provisions,” if otherwise agreed by the Borrowers, Section 8.01(f) shall exist after giving effect to Lenders providing such Incremental Term Commitments; (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence); and (iii) (A) the aggregate principal amount of the Incremental Commitments Term Loans shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, not exceed $50,000,000 in the aggregate and (AB) the Consolidated First Lien Leverage Ratio is no more than 3.50 to 1.00 (1assuming that all Incremental Term Loans are secured on a first-priority basis whether or not so secured and shall be deemed to constitute Consolidated First Lien Funded Indebtedness and excluding the cash proceeds of any such Incremental Term Loans for the purposes of netting) prior as of the last day of the most recently ended Measurement Period of Borrowers for which financial statements have been delivered to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 Administrative Agent pursuant to this clause (A) (less the First Lien Incremental Usage AmountSection 6.01(a) or (Bb) at (or if no Measurement Period has passed, as of the Borrowers’ optionlast four quarters of Holdings then ended prior to such date for which financial statements of Holdings (or any direct or indirect parent of Holdings) are available), up to an additional amount of determined on the applicable Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent DebtFacility Closing Date, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on incurrence and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) any repayment of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used therewith, in connection with the 2015-1 Revolving Commitment Increaseeither case, on a Pro Forma Basis.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”Date (which shall be no earlier than the date of such Incremental Amendment) specified therein of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 3.03 shall be satisfied (it being understood that all references to “as of such Credit Date” or similar language in such Section 3.03 shall be deemed to refer to the Incremental Facility Closing Date); provided that, with respect if the proceeds of such Incremental Commitment are used to finance a Limited Condition Transaction, (x) the references in Section 3.03(a)(ii) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute customary “specified representations” of the Credit Parties (after giving effect to the Limited Condition Transaction) and (y) the references in Section 3.03(a)(iii) to any Incremental Amendment the primary purpose Default or Event of which is Default shall only refer to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) orat the time that the definitive transaction agreement for such Limited Condition Transaction is entered into and, with respect to on the Borrowersdate of the incurrence thereof, Section 8.01(f) shall exist both immediately before and immediately after giving effect to such Incremental Commitmentsthereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom; (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth Incremental Cap and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 and NAI-1537241654v2 shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentence); andIncremental Cap; (iii) to the aggregate principal amount extent reasonably requested by Administrative Agent, receipt by Administrative Agent of Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) customary legal opinions, board resolutions and officers’ certificates (1including solvency certificates) prior consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to the Delayed Draw Funding Datesuch legal opinions resulting from a change in law, $100,000,000 change in fact or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant change to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up counsel’s form of opinion reasonably satisfactory to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent in order to ensure that such Incremental Lenders are available and provided with the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) benefit of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increaseapplicable Credit Documents.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Term Loan Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.02(d), no Default or Event of Default shall have occurred and be continuing or would exist before and after giving effect to such Incremental Commitments; provided thatTerm Loan Commitments and such Incremental Term Loans; (ii) subject to Section 1.02(d), with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist before and after giving effect to such Incremental CommitmentsTerm Loan Commitments and the Incremental Term Loans thereunder, the conditions of Section 4.02(a) shall be satisfied; (iiiii) subject to Section 1.02(d), the First Lien Net Leverage Ratio, determined on a pro forma basis, before and after giving effect to such Incremental Term Loan Commitments and the Incremental Term Loans thereunder, shall be less than 3.00 to 1.00; (iv) each Incremental Term Loan Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 1,000,0000 if such amount represents all remaining availability under the limit set forth in Section 2.16(a)); (v) to the next sentenceextent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (A) customary legal opinions addressed to the Administrative Agent and the Lenders, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages), as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Security Documents and the perfection and priority of the Liens thereunder are preserved and maintained; and (iiivi) such other conditions as the aggregate principal amount of Borrower, each Incremental Term Loan Lender providing such Incremental Term Loan Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) Administrative Agent shall have been used in connection with the 2015-1 Revolving Commitment Increaseagree.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; (ii) The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects (or, to the extent qualified by materiality, in all respects) on the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in material respects as of such earlier date; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 15,000,000 if such amount represents all remaining availability under the limit set forth in clause (iv) below) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in clause (iv) below); and (iiiiv) the aggregate principal amount of the Incremental Term Loans and the Incremental Revolving Credit Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, not exceed in the aggregate (A) (1) prior an amount equal to the Delayed Draw Funding Date$150,000,000, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or plus (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together so long as (i) if such Indebtedness is secured on a pari passu basis with the aggregate principal amount of Permitted Incremental Equivalent DebtRevolving Credit Loans and the Term Loans, such that the Borrower’s Consolidated Secured Net Leverage Ratio for (determined on a Pro Forma Basis in accordance with Section 1.08) is not greater than 3.75:1.00 as of the Test Period last day of the most recently ended calculated period of four fiscal quarters of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 6.01(a) or (b), (ii) if such Indebtedness is secured on a pro forma junior basis with the Revolving Credit Loans and the Term Loans, the Borrower’s Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not greater than 6.50:1.00 as of the last day of the most recently ended Test Period and (iii) if such Indebtedness is unsecured, the Borrower’s Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not less than 2.00:1.00 as of the last day of the most recently ended Test Period, plus (C) the amount of (i) all voluntary prepayments of Initial Term Loans and any other pari passu secured Indebtedness permitted under this Agreement (except to the extent funded with the proceeds of any long-term Indebtedness or the Cure Amount) and (ii) all commitment reductions pursuant to Section 2.06, plus (D) if the proceeds of such Incremental Loans are, substantially concurrently with the receipt thereof, to be used by the Borrowers or any Restricted Subsidiary to finance, in whole or in part, a Permitted Acquisition (including, without limitation, for the purpose of (I) providing financing for a previously consummated Permitted Acquisition to the extent not originally consummated with the proceeds of Indebtedness or (II) refinancing Revolving Credit Loans previously applied to consummate such Permitted Acquisition, in each case, within 3 months from the date of the consummation of such Permitted Acquisition), an additional amount so long as (x) such Indebtedness is secured on a pari passu basis with the Revolving Credit Loans and the Term Loans and (y) the Borrower’s Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not greater than 4.50:1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 6.01(a) or (b), (the amount pursuant to immediately preceding clauses (A), (B), (C) and (D), the “Incremental Amount”). The Incremental Amount shall be determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrenceincurrence of debt on a Pro Forma Basis, does not exceed and, in each case, (A1) prior assuming with respect to any Incremental Revolving Credit Commitment, a borrowing of the Delayed Draw Funding Date 5.50 to 1.00 or maximum amount of Loans available thereunder, (B2) on excluding the cash proceeds of any such Incremental Term Loans and/or Incremental Revolving Credit Commitments for the purposes of netting and after (3) shall be reduced by the Delayed Draw Funding Date, 5.00 to 1.00 (amount of the applicable then outstanding principal amount available under clauses (A) or (B), the “Available of any Incremental Amount”)Equivalent Debt; provided that to the extent the proceeds thereof are used to repay Indebtedness or to consummate an acquisition or investment, pro forma effect shall be given to such repayment of Indebtedness and the consummation of such acquisition or investment, as applicable; provided further, that when calculating the Incremental Amount (x) the Borrowers Borrower may elect reclassify any Incremental Loans incurred pursuant to use clause (B) of the Available Incremental Amount prior to preceding clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed as being incurred pursuant to have elected preceding clause (B) and (y) in the case of any amounts Incremental Loans incurred under clause concurrently pursuant to both preceding clauses (A) of the Available Incremental Amount concurrently with amounts incurred under clause and (B) thereof will not count as Indebtedness ), for the purposes purpose of calculating the Consolidated Secured Net Leverage Ratio in connection with such incurrence and the Consolidated Total Net Leverage Ratio (as applicable) pursuant to clause (B). It is understood and agreed that , the full amount available under of Incremental Loans incurred pursuant to clause (A) shall have been used not be included in connection such calculation; provided further, that if the proceeds of such Incremental Loans are, substantially concurrently with the 2015-1 Revolving Commitment Increasereceipt thereof, to be used by the Borrowers or any Restricted Subsidiary to finance, in whole or in part, a Permitted Acquisition, then (x) the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Incremental Facility Closing Date shall be (A) the Specified Representations and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that the Borrowers or any other Subsidiary has the right to terminate the obligations of the Borrowers or such other Subsidiary under such acquisition agreement or not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement), and (y) in lieu of the requirements of clause (ii), at the time of and immediately after such effectiveness, no payment or bankruptcy default or event of default shall have occurred or be continuing or would result from the incurrence of such Incremental Loan.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Commitments and Incremental Amendment Loans made pursuant thereto on the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause Incremental Facility Closing Date; (d)(iii) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02(a) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02(a) shall be deemed to refer to the effective date of such Incremental Amendment); provided that, for purposes of satisfying Section 4.02(a), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loan are being used to consummate a Permitted Acquisition; (iiiii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and 5,000,000 and, if greater than $5,000,000 shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence); and (iiiiv) the aggregate principal amount of the Incremental Commitments Term Loans (other than Refinancing Term Loans) shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, not exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or 25,000,000 minus (2) on and the aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Delayed Draw Funding Closing Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or and (B) at the Borrowers’ option, up to an additional amount of Incremental Term Loans together with not to exceed $25,000,000 so long as both (x) the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Senior Secured Net Leverage Ratio for is no more than 3.00 to 1.00 and (y) Consolidated EBITDA of the Test Period Borrower is greater than $50,000,000, in each case, as of the last day of the most recently ended calculated period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on a pro forma basis the applicable Incremental Facility Closing Date, after giving effect to any such incurrenceincurrence on a Pro Forma Basis, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that excluding from clause (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) definition of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Consolidated Senior Secured Net Leverage Ratio in connection with Debt the cash proceeds of any such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment IncreaseIncremental Term Loans.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Term Loan Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.02(d), no Default or Event of Default shall have occurred and be continuing or would exist before and after giving effect to such Incremental Commitments; provided thatTerm Loan Commitments and such Incremental Term Loans; (ii) subject to Section 1.02(d), with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist before and after giving effect to such Incremental CommitmentsTerm Loan Commitments and the Incremental Term Loans thereunder, the conditions of Section 4.02(a) shall be satisfied; (iiiii) [reserved]; (iv) each Incremental Term Loan Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 1,000,0000 if such amount represents all remaining availability under the limit set forth in Section 2.16(a)); (v) to the next sentenceextent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (A) customary legal opinions addressed to the Administrative Agent and the Lenders, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages), as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Security Documents and the perfection and priority of the Liens thereunder are preserved and maintained; and (iiivi) such other conditions as the aggregate principal amount of Borrower, each Incremental Term Loan Lender providing such Incremental Term Loan Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) Administrative Agent shall have been used in connection with the 2015-1 Revolving Commitment Increaseagree.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) (x) if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, no Default or Event of Default under Sections 8.01(a) or, solely with respect to any Borrower, Section 8.01 (f), shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement(y) if otherwise, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; (ii) after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); provided that if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, there shall be no requirement to satisfy any or all conditions of Section 4.02(i), instead, the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations, in each case, subject to the provisions set forth herein in connection with Limited Condition Transactions; provided, further, that the Incremental Lenders providing such Incremental Commitments may waive the requirement regarding the accuracy of Specified Representations; (iii) [reserved]; (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment increments of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(d)(v)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in increments of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.14(d)(v); and); (iiiv) the aggregate principal amount of the Incremental Term Loans and the Incremental Revolving Credit Commitments shall not, together with not exceed the aggregate principal amount sum of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) the Incremental Base Amount plus (B) all voluntary prepayments, repurchases, redemptions and other retirements of Term Loans, Incremental Equivalent First Lien Debt and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(v) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash for such Loans purchased or retired in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements of Incremental Term Loans and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Incremental Revolving Credit Commitments, to the extent such Incremental Term Loans and Incremental Revolving Credit Commitments were obtained pursuant to clause (C) below or to the extent funded with a contemporaneous incurrence of long-term funded Indebtedness (other than revolving loans)), plus (C) additional amounts (including at any time prior to the utilization of amounts under clauses (A) and (B) above) so long as (1) prior to if such Indebtedness is secured by the Delayed Draw Funding DateCollateral on a pari passu basis with the Liens securing the Initial Term Loans, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the Consolidated First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for Ratio, determined on a Pro Forma Basis as of the Test Period last day of the most recently ended calculated on a pro forma basis after giving effect to any such incurrenceperiod of four consecutive fiscal quarters for which financial statements are internally available, does not exceed (Ax) prior to the Delayed Draw Funding Date 5.50 3.75 to 1.00 or (By) on and after in the Delayed Draw Funding Date, 5.00 case of any such Indebtedness being applied to 1.00 (the applicable amount available under clauses (A) finance a Permitted Acquisition or (B)other similar Investment not prohibited hereunder, the “Available Incremental Amount”); provided that Consolidated First Lien Net Leverage Ratio immediately prior to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment, (2) if such Indebtedness is secured by the Collateral on a junior lien basis to the Liens securing the Initial Term Loans, the Consolidated Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed (x) 4.75 to 1.00 or (y) in the Borrowers may elect case of any such Indebtedness being applied to use clause finance a Permitted Acquisition or other similar Investment not prohibited hereunder, the Consolidated Secured Net Leverage Ratio immediately prior to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment and (B3) if such Indebtedness is unsecured (or not secured by any portion of the Available Incremental Amount Collateral), either (I) the Consolidated Total Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed (x) 5.25 to 1.00 or (y) in the case of any such Indebtedness being applied to finance a Permitted Acquisition or other similar Investment not prohibited hereunder, the Consolidated Total Net Leverage Ratio immediately prior to clause the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment or (AII) thereofthe Consolidated Interest Coverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, is not less than (x) 2.00 to 1.00 or (y) in the case of any such Indebtedness being applied to finance a Permitted Acquisition or other similar Investment not prohibited hereunder, the Consolidated Interest Coverage Ratio immediately prior to the incurrence of such Indebtedness and if both clause consummation of such Permitted Acquisition or other similar Investment (the amounts under the foregoing clauses (A) and (B) are available herein referred to as the “Free and Clear Incremental Amount,” and the Borrowers do not make an electionamounts under the foregoing clause (C) are herein referred to as the “Incurrence-Based Incremental Amount” (the Free and Clear Incremental Amount, together with the Borrowers will Incurrence-Based Incremental Amount, less the aggregate principal amount of Indebtedness incurred pursuant to Section 7.03(q) and Section 7.03(w) at or prior to such time, are herein referred to as the “Available Incremental Amount”)); and (vi) such other conditions as the Lead Borrower and each Incremental Lender providing such Incremental Commitments shall agree. The Lead Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Facility incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Lead Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Lead Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Facility, such reclassification shall be deemed to have automatically occurred whether or not elected clause by the Lead Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (Ba) it shall be assumed that all commitments under any Incremental Facility then being established are fully drawn, (b) the cash proceeds of any Incremental Facility shall be excluded from any calculation of “net” Indebtedness in determining whether such Incremental Facility can be incurred (provided that the use of proceeds thereof and any other Pro Forma Adjustments shall be included) and (yc) the incurrence (including by assumption or guarantee) or repayment of any amounts incurred under clause (A) Indebtedness in respect of the Available Revolving Credit Facility (and/or any Incremental Amount concurrently with amounts incurred Revolving Facility and any other revolving facilities included in such calculation) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, and/or any incurrence of Indebtedness under clause the Revolving Credit Facility or any other revolving facility that is used to finance working capital needs of the Lead Borrower and its Restricted Subsidiaries (Bas reasonably determined by the Lead Borrower) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio shall, in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increaseeach case, be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date thereof (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided thatprovided, that such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(iii) and, in connection with respect to any Incremental Amendment Commitment, the primary purpose of which is to finance an acquisition a Permitted Acquisition, a waiver in full or investment permitted by this Agreement, in part of the requirement pursuant conditions set forth in clauses (i) and (ii) (other than with respect to this clause (d)(i) shall be that no any Event of Default under Section 8.01(a) or, with respect to the Borrowers, or (f)) of Section 8.01(f) shall exist after giving effect to such Incremental Commitments4.02; (ii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceSection 2.14(d)(iii); and); (iii) (A) after giving Pro Forma Effect to both (x) the making of Incremental Loans (assuming a borrowing of the maximum amount of Loans available thereunder) under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Loans are secured, the Secured Net Leverage Ratio does not exceed 6.254.20:1.00 or (2) if such Incremental Loans are unsecured, the Total Net Leverage Ratio does not exceed 6.254.20:1.00 or (B) together with the Incremental Loans made under such Incremental Amendment, the aggregate principal amount of Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to Loans made under this clause (AB) (less plus the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Amount and Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated Debt incurred in reliance on a pro forma basis after giving effect to any such incurrence, clause (i)(B) of Section 2.14(h)) does not exceed (Ai) prior $85,000,000 (provided, that suchamount shall not be reduced by the Term B-2 Loans, Additional Commitments (asdefined in First Lien Credit Agreement Amendment No. 1) or the 2016 First Lien Incremental Loan (as defined in Amendment No. 1)), following the Amendment No. 2 Effective Date, (i) $42,600,000 plus (ii) the principal amount of any voluntary prepayments of Loans following the Amendment No. 2 Effective Date (to the Delayed Draw Funding Date 5.50 to 1.00 extent not made with the proceeds of Indebtedness (other than the incurrence of First Lien Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility) plus (Biii) on and in the case of any Incremental Commitment established after the Delayed Draw Funding DateAmendment No. 2 Effective Date that effectively extends the Maturity Date or any other maturity date with respect to any Class of Loans or Commitments hereunder, 5.00 an amount equal to 1.00 (the applicable amount available portion of the relevant Class of Loans or Commitments that will be replaced by such Incremental Commitments provided, that, it is understood that Incremental Loans may be incurred under clauses either clause (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) as selected by the Borrower in its sole discretion, including by designating any portion of the Available Incremental Amount prior Commitments in excess of an amount permitted to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) at the time of the Available Incremental Amount concurrently with amounts such incurrence as incurred under clause (B)); and (iv) thereof will not count as Indebtedness for to the purposes extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in connection law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Lenders are provided with the 2015-1 Revolving Commitment Increasebenefit of the applicable Loan Documents.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date thereof (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided thatthat such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(c) and, in connection with respect to any Incremental Amendment Commitment the primary purpose of which is to finance an acquisition a Permitted Acquisition, a waiver in full or investment permitted by this Agreementin part of the conditions set forth in Section 4.02(a) (other than the accuracy, to the requirement pursuant extent required under Section 4.02(a), of any Specified Representations (as conformed to this clause apply to such acquisition, including giving effect to any certain funds conditions with respect to the Collateral)) and Section 4.02(b) (d)(i) shall be that no other than with respect to any Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitmentsor (f)); (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.16(d)(iii)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.16(d)(iii); and); (iii) the aggregate principal amount of Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) after giving Pro Forma Effect to both (x) the making of Incremental Term Loans or establishment of Incremental Revolving Credit Commitments (assuming a borrowing of the maximum amount of Loans available thereunder) under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, (1) prior to if such Incremental Term Loans or Incremental Revolving Credit Commitments rank pari passu in right of security with the Delayed Draw Funding Date2018 Refinancing Term Loans, $100,000,000 2021 Incremental Term Loans and Revolving Credit Loans incurred under the Initial Revolving Credit Commitments, the First Lien Net Leverage Ratio does not exceed 2.00:1.00 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien if such Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount Term Loans rank junior in right of Incremental Loans together security with the aggregate principal amount of Permitted 2018 Refinancing Term Loans, 2021 Incremental Equivalent DebtTerm Loans and Revolving Credit Loans incurred under the Initial Revolving Credit Commitments, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”)2.00:1.00; provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.or

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment and the Incremental Commitments thereunder shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to the proviso set forth in Section 5.02(b), no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition have occurred and be continuing or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall would exist after giving effect to such Incremental Commitments; (ii) each the representations and warranties set forth in Article VI shall be true and correct as and to the extent set forth in Section 5.02; (iii) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the last day of the period of four fiscal quarters of the Borrower most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b) (or, prior to the first such delivery, the financial statements for the fiscal quarter ended [March 31], 2021) after giving effect to any Incremental Commitments on a Pro Forma Basis (assuming all Loans available under such Incremental Commitments had been outstanding as of the last day of such period and calculated without netting the proceeds of such Incremental Commitments from Consolidated Funded Indebtedness); provided, that, in the case of an Incremental Term Loan the proceeds of which are used to fund, in whole or in part, the purchase price of a Limited Condition Acquisition, receipt of such Pro Forma Compliance Certificate may be satisfied in accordance with Section 1.03(e), at the option of the Borrower, on the applicable LCA Test Date for such Limited Condition Acquisition; (iv) the aggregate Incremental Commitments for any Revolving Commitment Increase or any other Class of Incremental Term Loan shall be in an aggregate principal amount that is not less than $10,000,000 (or if less, the entire remaining amount available for such institution) and shall be in an increment of $1,000,000 (provided that or such amount may be less than $10,000,000 if such amount represents all remaining availability under lesser amounts as agreed by the limit set forth in the next sentenceAdministrative Agent); and; (iiiv) after giving effect to the establishment of such Incremental Commitments, the aggregate principal amount of all Incremental Commitments effected pursuant to this Section 2.16 shall notnot exceed the sum of (A) $150,000,000 plus (B) an unlimited amount so long as the Consolidated Secured Leverage Ratio (calculated on a Pro Forma Basis, together with assuming that any such Incremental Commitments are fully drawn and without netting the cash proceeds of such Incremental Commitment from Consolidated Funded Indebtedness) is less than or equal to 2.25:1.00; (vi) receipt by the Administrative Agent of (A) such resolutions of the board of directors of the Loan Parties, opinions of counsel to the Loan Parties and other customary documents as it may reasonably request relating to the organizational authority for the establishment of such Incremental Commitments and the enforceability thereof and any other matters relevant thereto, and (B) such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent; (vii) such other conditions as the Borrower, each Lender providing any such Incremental Commitment and the Administrative Agent shall agree. For purposes of calculating the aggregate principal amount of Permitted all Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 Commitments pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (BSection 2.16(d)(v), the “Available Incremental Amount”); provided that (x) the Borrowers Borrower may elect to use clause (Bestablish such Incremental Commitments in reliance on Section 2.16(d)(v)(A) or Section 2.16(d)(v)(B) in any order or concurrently. If in connection with the establishment of any Incremental Commitments the Available Borrower is able to establish such Incremental Amount prior to clause (ACommitments in reliance on either of Section 2.16(d)(v)(A) thereofor Section 2.16(d)(v)(B), and if both clause (A) and (B) the Borrower does not notify the Administrative Agent as to which section such Incremental Commitments are available and the Borrowers do not being established make an electionelection as to which section such Incremental Commitments are being established, the Borrowers Borrower will be deemed to have elected clause (Bestablished such Incremental Commitments in reliance on Section 2.16(d)(v)(B). If the Borrower establishes Incremental Commitments in reliance on Section 2.16(d)(v)(A) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (Bthe establishment of Incremental Commitments in reliance on Section 2.16(d)(v)(B), the amount of any such Incremental Commitments established in reliance on Section 2.16(d)(v)(A) thereof will not count as Indebtedness shall be disregarded for the purposes of calculating the Consolidated Secured Net Leverage Ratio in connection with determining the permissibility of the amount of such incurrence pursuant to clause (BIncremental Commitments that may be established at such time in reliance on Section 2.16(d)(v)(B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth clause (iii) of this Section 2.14(d)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence); and (iii) the aggregate principal amount of Incremental Term Loans and Incremental Revolving Credit Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Second Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Term Loans and/or Incremental Revolving Credit Commitments, as applicable, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 3.75 to 1.00 or (Bassuming any Incremental Revolving Credit Commitments are fully drawn and calculating the First Lien Net Leverage Ratio without netting the cash proceeds from such Incremental Loans) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured First Lien Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”Date (which shall be no earlier than the date of such Incremental Amendment) specified therein of each of the following conditions: , together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 3.02 shall be satisfied (it being understood that all references to “as of such Credit Date” or similar language in such Section 3.02 shall be deemed to refer to the Incremental Facility Closing Date); provided that, with respect if the proceeds of such Incremental Commitment are used to finance a Limited Condition Transaction, (x) the references in Section 3.02(a)(ii) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute customary “specified representations” of the Credit Parties (after giving effect to the Limited Condition Transaction) and (y) the references in Section 3.02(a)(iii) to any Incremental Amendment the primary purpose Default or Event of which is Default shall only refer to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) orat the time that the definitive agreement for such Limited Condition Transaction is entered into or the date such irrevocable notice is given and, with respect to on the Borrowersdate of the incurrence thereof, Section 8.01(f) shall exist both immediately before and immediately after giving effect to such Incremental Commitments; thereto, no Specified Event of Default shall have occurred and be continuing or would result immediately therefrom; (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth Incremental Cap) and each Incremental Revolving Credit Commitment shall be in the next sentence); and (iii) the an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of Incremental Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate $1,000,000 (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers such amount may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.less than

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date thereof (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided provided, that, such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(iii) and, in connection with respect to any Incremental Amendment Commitment the primary purpose of which is to finance an acquisition a Permitted Acquisition, a waiver in full or investment permitted by this Agreement, in part of the requirement pursuant conditions set forth in clauses (i) and (ii) (other than with respect to this clause (d)(i) shall be that no any Event of Default under Section 8.01(a) or, with respect to the Borrowers, or (f)) of Section 8.01(f) shall exist after giving effect to such Incremental Commitments4.02; (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(d)(iii)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.14(d)(iii); and); (iii) (A) after giving Pro Forma Effect to both (x) the making of Incremental Term Loans or establishment of Incremental Revolving Commitments (assuming a borrowing of the maximum amount of Loans available thereunder) under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Term Loans or Incremental Revolving Commitments rank pari passu in right of security with the Obligations under Term Loans and Revolving Credit Loans secured on a first lien basis, the Consolidated First Lien Net Leverage Ratio does not exceed 5.00:1.00, (2) if such Incremental Term Loans or Incremental Revolving Commitments rank junior in right of security with the Obligations under Term Loans and Revolving Credit Loans secured on a first lien basis, the Secured Net Leverage Ratio does not exceed 6.25:1.00 or (3) if such Incremental Term Loans or Incremental Revolving Commitments is unsecured, the Total Net Leverage Ratio does not exceed 6.25:1.00; or (B) together with the Incremental Term Loans made and Incremental Revolving Commitments established under such Incremental Amendment, the aggregate principal amount of Incremental Term Loans made and Incremental Revolving Credit Commitments shall not, together with established under this clause (B) (plus the aggregate Second Lien Incremental Usage Amount and Incremental Equivalent Debt incurred in reliance on clause (i)(B) of Section 2.14(h)) does not exceed (i) $85,000,000 plus (ii) the principal amount of Permitted Incremental Equivalent Debt, exceed any voluntary prepayments of Term Loans (to the extent not made with the proceeds of Indebtedness (other than the incurrence of Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility) plus (iii) in the aggregate (A) (1) prior case of any Incremental Commitment that effectively extends the Maturity Date or any other maturity date with respect to any Class of Loans or Commitments hereunder, an amount equal to the Delayed Draw Funding Dateportion of the relevant Class of Loans or Commitments that will be replaced by such Incremental Commitments plus (iv) in the case of any Incremental Commitment that effectively replaces any Revolving Credit Commitment terminated in accordance with Section 3.07, $100,000,000 or (2) on an amount equal to the relevant terminated Revolving Credit Commitment; provided, that, it is understood that Incremental Term Loans and after the Delayed Draw Funding Date $150,000,000 pursuant to this Incremental Revolving Credit Commitments may be incurred under either clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) as selected by the Borrower in its sole discretion, including by designating any portion of the Available Incremental Amount prior Commitments in excess of an amount permitted to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) at the time of the Available Incremental Amount concurrently with amounts such incurrence as incurred under clause (B)); and (iv) thereof will not count as Indebtedness for to the purposes extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in connection law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Lenders are provided with the 2015-1 Revolving Commitment Increasebenefit of the applicable Loan Documents.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: : (i) no Default or Event of Default shall exist after giving effect to such Incremental CommitmentsCommitments and Incremental Loans made pursuant thereto on the Incremental Facility Closing Date; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(iii) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; , the conditions of Section 4.02(i) shall be satisfied (iiit being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02(i) shall be deemed to refer to the effective date of such Incremental Amendment); provided that for purposes of satisfying Section 4.02(i), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loans are used to consummate a Permitted Acquisition; (iii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; (iv) each Incremental Commitment shall be in an aggregate principal amount that is not less than $10,000,000 15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 15,000,000 if such amount represents all remaining availability under the limit set forth in the next sentencefollowing clause (v)); and and (iiiv) the aggregate principal amount of the Incremental Commitments Term Loans incurred after the Amendment No. 6 Effective Date shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, not exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or 350,000,000 minus (2) on the aggregate amount of all secured Permitted Ratio Debt incurred by the Borrower and its Restricted Subsidiaries pursuant to clause (iii)(I) of the definition thereof minus (3) the aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or Amendment No. 6 Effective Date, (B) at all voluntary prepayments of Term Loans and all voluntary permanent commitment reductions of the Borrowers’ optionABL Facility after the Amendment No. 6 Effective Date that are not, up to in each case, financed with the proceeds of any Indebtedness and (C) an -95- additional amount of Incremental Term Loans together with so long as the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Consolidated First Lien Net Leverage Ratio for is no more than 4.00 to 1.00 as of the Test Period last day of the most recently ended calculated period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on a pro forma basis the applicable Incremental Facility Closing Date, after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) incurrence on a Pro Forma Basis and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use excluding from clause (Ba) of the Available definition of “Consolidated First Lien Net Leverage Ratio” the cash proceeds of any such Incremental Amount prior to clause Term Loans (A) thereofbut, and if both clause in the event that Incremental Term Loans (A) and (Bother than the Term B-5 Loans being incurred on the Amendment No. 6 Effective Date) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (Bbeing incurred in reliance on Section 2.14(d)(v)(A) and (y) or any amounts Permitted Ratio Debt is being incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (Biii)(I) of the definition of “Permitted Ratio Debt” at substantially the same time that Incremental Term Loans are being incurred pursuant to this Section 2.14(d)(v)(C). It , when calculating the Consolidated First Lien Net Leverage Ratio for purposes of this Section 2.14(d)(v)(C) to determine the permissibility of the incurrence of such Incremental Term Loans, it is understood and agreed that the full amount available under any Incremental Term Loans so incurred pursuant to Section 2.14(d)(v)(A) at such time or any Permitted Ratio Debt incurred pursuant to clause (Aiii)(I) of the definition of “Permitted Ratio Debt” at such time shall have been used in connection with the 2015-1 Revolving Commitment Increasebe excluded from Consolidated First Lien Net Debt).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment and the Incremental Commitments thereunder shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to the proviso set forth in Section 5.02(b), no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition have occurred and be continuing or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall would exist after giving effect to such Incremental Commitments; (ii) each the representations and warranties set forth in Article VI shall be true and correct as and to the extent set forth in Section 5.02; (iii) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the last day of the period of four fiscal quarters of the Borrower most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b) (or, prior to the first such delivery, the financial statements for the fiscal quarter ended March 31, 2021) after giving effect to any Incremental Commitments on a Pro Forma Basis (assuming all Loans available under such Incremental Commitments had been outstanding as of the last day of such period and calculated without netting the proceeds of such Incremental Commitments from Consolidated Funded Indebtedness); provided, that, in the case of an Incremental Term Loan the proceeds of which are used to fund, in whole or in part, the purchase price of a Limited Condition Acquisition, receipt of such Pro Forma Compliance Certificate may be satisfied in accordance with Section 1.03(e), at the option of the Borrower, on the applicable LCA Test Date for such Limited Condition Acquisition; (iv) the aggregate Incremental Commitments for any Revolving Commitment Increase or any other Class of Incremental Term Loan shall be in an aggregate principal amount that is not less than $10,000,000 (or if less, the entire remaining amount available for such institution) and shall be in an increment of $1,000,000 (provided that or such amount may be less than $10,000,000 if such amount represents all remaining availability under lesser amounts as agreed by the limit set forth in the next sentenceAdministrative Agent); and; (iiiv) after giving effect to the establishment of such Incremental Commitments, the aggregate principal amount of all Incremental Commitments effected pursuant to this Section 2.16 shall notnot exceed the sum of (A) $150,000,000 plus (B) an unlimited amount so long as the Consolidated Secured Leverage Ratio (calculated on a Pro Forma Basis, together with assuming that any such Incremental Commitments are fully drawn and without netting the cash proceeds of such Incremental Commitment from Consolidated Funded Indebtedness) is less than or equal to 2.25:1.00; (vi) receipt by the Administrative Agent of (A) such resolutions of the board of directors of the Loan Parties, opinions of counsel to the Loan Parties and other customary documents as it may reasonably request relating to the organizational authority for the establishment of such Incremental Commitments and the enforceability thereof and any other matters relevant thereto, and (B) such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent; (vii) such other conditions as the Borrower, each Lender providing any such Incremental Commitment and the Administrative Agent shall agree. For purposes of calculating the aggregate principal amount of Permitted all Incremental Equivalent Debt, exceed in the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or (2) on and after the Delayed Draw Funding Date $150,000,000 Commitments pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (BSection 2.16(d)(v), the “Available Incremental Amount”); provided that (x) the Borrowers Borrower may elect to use clause (Bestablish such Incremental Commitments in reliance on Section 2.16(d)(v)(A) or Section 2.16(d)(v)(B) in any order or concurrently. If in connection with the establishment of any Incremental Commitments the Available Borrower is able to establish such Incremental Amount prior to clause (ACommitments in reliance on either of Section 2.16(d)(v)(A) thereofor Section 2.16(d)(v)(B), and if both clause (A) and (B) the Borrower does not notify the Administrative Agent as to which section such Incremental Commitments are available and the Borrowers do not being established make an electionelection as to which section such Incremental Commitments are being established, the Borrowers Borrower will be deemed to have elected clause (Bestablished such Incremental Commitments in reliance on Section 2.16(d)(v)(B). If the Borrower establishes Incremental Commitments in reliance on Section 2.16(d)(v)(A) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (Bthe establishment of Incremental Commitments in reliance on Section 2.16(d)(v)(B), the amount of any such Incremental Commitments established in reliance on Section 2.16(d)(v)(A) thereof will not count as Indebtedness shall be disregarded for the purposes of calculating the Consolidated Secured Net Leverage Ratio in connection with determining the permissibility of the amount of such incurrence pursuant to clause (BIncremental Commitments that may be established at such time in reliance on Section 2.16(d)(v)(B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increase.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions: : (i) no Default or Event of Default shall exist after giving effect to such Incremental Term Commitments, the conditions of Section 4.2 shall be satisfied (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.2 shall be deemed to refer to the Incremental Facility Closing Date); provided thatthat the Incremental Lenders party to such Incremental Amendment shall be permitted, in connection with respect to any Incremental Amendment Commitment, the primary purpose of which is to finance an acquisition a Limited Condition Transaction, to (A) reduce any delivery deadline with respect to the condition set forth in Section 4.2(a)(iii) and (B) waive in full or investment permitted by this Agreementin part any of the conditions set forth in Section 4.2(a)(i) (other than, in connection with a Limited Condition Transaction, the requirement pursuant accuracy, to this clause the extent required under Section 4.2(a)(i), of any Specified Representations (d)(iunless otherwise waived by the Incremental Lenders party to such Incremental Amendment)) shall be that no and Section 4.2(a)(ii) (other than with respect to any Event of Default under Section 8.01(a) or, with respect to the Borrowers7.1(a)(1), Section 8.01(f7.1(a)(7) shall exist after giving effect to such Incremental Commitments; or Section 7.1(a)(8)); (ii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentenceSection 2.9(d)(iii)); and (iii) the aggregate principal amount of all Incremental Commitments Term Loans shall not, together with not exceed the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed in the aggregate Cap; and (Aiv) (1) prior to the Delayed Draw Funding Dateextent reasonably requested by the Administrative Agent, $100,000,000 the Administrative Agent shall have received customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Closing Date under Section 4.1 or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior otherwise reasonably satisfactory to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment IncreaseAdministrative Agent.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided thatprovided, that with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition any Permitted Acquisition or investment permitted by this AgreementInvestment, including any Limited Condition Transaction, the requirement pursuant to condition set forth in this clause (d)(ii) shall be that no (other than any Event of Default under pursuant to Section 8.01(a) or, with respect to the BorrowersParent Borrower, Section 8.01(f) shall exist after giving effect to such ), which may only be waived with the consent of the Required Lenders), may be waived or omitted in full or in part by Incremental Lenders holding more than 50% of the applicable aggregate Incremental Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(d)(iv) permitted to be borrowed at such time) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the next sentencelimit set forth in Section 2.14(d)(iv) permitted to be borrowed at such time); and; (iiiiv) the aggregate principal amount of the Incremental Term Loans, the Incremental Revolving Credit Commitments and Incremental Equivalent Debt incurred pursuant to this Section 2.14 shall not, together with for any such Indebtedness incurred after the First Amendment Effective Date exceed (A) the greater of (I) $175,000,000 and (II) 75% of Trailing Four Quarter Consolidated EBITDA minus the aggregate amount of Indebtedness incurred (without duplication) pursuant to clause (A) of the definition of “Maximum Additional First Lien Debt Amount” or clause (A) of the definition of “Maximum Additional Second Lien/Junior Debt Amount” (in each case as defined in the Second Lien Notes Indenture), plus (B) an amount equal to the sum of (I) the aggregate principal amount of all voluntary prepayments (including through debt buybacks (whether through open market purchases or otherwise) and Dutch auctions) of (x) Term Loans, Permitted Ratio Debt or Incremental Equivalent Debt, exceed Debt that constitutes First Lien Obligations and (y) to the extent incurred in the aggregate reliance on clause (A) above, Incremental Equivalent Debt that constitutes Second Lien Obligations or that is unsecured and (1II) prior the aggregate principal amount of permanent voluntary commitment reductions under the ABL Credit Agreement in connection with the termination of the ABL Credit Agreement or any other revolving facility the Indebtedness under which constitutes First Lien Obligations, in each case, made or effectuated after the ClosingFirst Amendment Effective Date (provided that voluntary permanent commitment reductions with respect to the Delayed Draw Funding DateABL Credit Agreement may only be utilized to incur Incremental Revolving Credit Commitments and not Incremental Term Commitments), $100,000,000 in each case except to the extent financed with proceeds of long-term Indebtedness (other than revolving Indebtedness); provided that to the extent any voluntary prepayment, repurchase or (2) on and after the Delayed Draw Funding Date $150,000,000 commitment reduction builds capacity to incur Indebtedness pursuant to this clause (AB) (less the First Lien Incremental Usage Amount) or and clause (B) at of the Borrowers’ optiondefinition of “Maximum Additional First Lien Debt Amount” or clause (B) of the definition of “Maximum Additional Second Lien/Junior Debt Amount” (in each case as defined in the Second Lien Notes Indenture), up such capacity pursuant to this clause (B) shall be reduced by the amount of any Indebtedness incurred in reliance on such capacity pursuant to (without duplication) clause (B) of the definition of “Maximum Additional First Lien Debt Amount” or clause (B) of the definition of “Maximum Additional Second Lien/Junior Debt Amount” (in each case as defined in the Second Lien Notes Indenture), plus (C) an unlimited additional amount of Incremental Loans together with the aggregate principal amount of Permitted Term Loans, Incremental Revolving Credit Commitments and/or Incremental Equivalent DebtDebt so long as (x) in the case of Incremental Term Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt secured by any Applicable Lien, the First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a Pro Forma Basis after giving effect to any such incurrence, does not exceed 3.95 to 1.00 (in the case of an incurrence of Incremental Revolving Credit Commitments, such that ratio determined only at the time the relevant Commitment is established and assuming such then incurred Incremental Revolving Credit Commitments are fully drawn and calculating the First Lien Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred), (y) in the case of Incremental Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt secured by Liens on the Collateral (other than Applicable Liens), the Senior Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis Pro Forma Basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 5.75 to 1.00 (in the applicable case of an incurrence of Incremental Revolving Credit Commitments, such ratio determined only at the time the relevant Commitment is established and assuming such then incurred Incremental Revolving Credit Commitments are fully drawn and calculating the Senior Secured Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred) and (z) in the case of Incremental Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt that are (or is) unsecured, either (1) the Fixed Charge Coverage Ratio for the Test Period most recently ended calculated on a Pro Forma Basis after giving effect to any such incurrence, is not less than 2.00 to 1.00 (in the case of an incurrence of Incremental Revolving Credit Commitments, such ratio determined only at the time the relevant Commitment is established and assuming such then incurred Incremental Revolving Credit Commitments are fully drawn and calculating the Fixed Charge Coverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred) or (2) if incurred in connection with a Permitted Acquisition or other Investment, the Fixed Charge Coverage Ratio on a Pro Forma Basis does not decrease immediately after giving effect to such Permitted Acquisition, Investment or other Specified Transaction (the amount available under clauses (A) or ), (B) and (C), the “Available Incremental Amount”); provided that (xI) the Borrowers may elect to use clause (BC) of the Available Incremental Amount prior to clause (A) thereof, or (B) and if both regardless of whether there is capacity under clause (A) or (B), and if clauses (A), (B) and (BC) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (C), (II) the Borrowers may reclassify utilizations among clauses (A), (B) and (yC) any of the Available Incremental Amount if, at the time of such reclassification, the Borrowers would be permitted to incur the aggregate principal amount of Indebtedness being so reclassified, and (III) if amounts incurred under clause (A) or (B) of the Available Incremental Amount are incurred concurrently with amounts incurred under clause the incurrence of Incremental Loans or Incremental Commitments and/or Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance on clauses (A) or (B) thereof will not count as Indebtedness for of the purposes of calculating Available Incremental Amount or any amounts pursuant to a fixed dollar basket in Section 7.03, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio shall be calculated without giving effect to such amounts incurred (or commitments obtained) in connection with such incurrence pursuant to clause (B). It is understood and agreed that reliance on the full amount available under clause foregoing clauses (A) or (B) or such fixed dollar basket in Section 7.03; and. For the avoidance of doubt, notwithstanding anything to the contrary set forth in this Agreement, the incurrence of the 2021 Incremental Term Loans on the First Amendment Effective Date shall have been used not be subject to any limitations on the principal amount of Incremental Term Loans set forth in connection with this Section 2.14(d)(iv) and shall not count as a reduction in any such amounts permitted to be incurred hereunder. (v) the 2015-1 Revolving Commitment Incremental Term Loans made pursuant to any Term Loan Increase shall be added to (and form part of) each Borrowing of outstanding Term Loans under the respective Class subject to such Term Loan Increase on a pro rata basis (based on the principal amount of each Borrowing) so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans under such Class after giving effect to such Term Loan Increase, provided that regularly accruing interest and fees through the date of the applicable Incremental Facility Closing Date (as well as amounts owing to any Lender pursuant to Sections 3.01, 3.04, 3.05, 10.04 and 10.05 or similar provisions pursuant to the other Loan Documents) shall remain payable to the respective Lenders to which such amounts were owing.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”Date (which shall be no earlier than the date of such Incremental Amendment) specified therein of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 3.03 shall be satisfied (it being understood that all references to “as of such Credit Date” or similar language in such Section 3.03 shall be deemed to refer to the Incremental Facility Closing Date); provided that, with respect if the proceeds of such Incremental Commitment are used to finance a Limited Condition Transaction, (x) the references in Section 3.03(a)(ii) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute customary “specified representations” of the Credit Parties (after giving effect to the Limited Condition Transaction) and (y) the references in Section 3.03(a)(iii) to any Incremental Amendment the primary purpose Default or Event of which is Default shall only refer to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) orat the time that the definitive transaction agreement for such Limited Condition Transaction is entered into and, with respect to on the Borrowersdate of the incurrence thereof, Section 8.01(f) shall exist both immediately before and immediately after giving effect to such Incremental Commitmentsthereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom; (ii) i. each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 5,000,000 if such amount represents all remaining availability under the limit set forth Incremental Cap and each Revolving Commitment Increase shall be in the next sentence); and (iii) the an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the Incremental Commitments shall notCap; (ii) to the extent reasonably requested by Administrative Agent, together with the aggregate principal amount receipt by Administrative Agent of Permitted Incremental Equivalent Debt, exceed in the aggregate (A) customary legal opinions, board resolutions and officers’ certificates (1including solvency certificates) prior consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to the Delayed Draw Funding Datesuch legal opinions resulting from a change in law, $100,000,000 change in fact or (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant change to this clause (A) (less the First Lien Incremental Usage Amount) or (B) at the Borrowers’ option, up counsel’s form of opinion reasonably satisfactory to an additional amount of Incremental Loans together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by Administrative Agent in order to ensure that such Incremental Lenders are available and provided with the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) benefit of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence pursuant to clause (B). It is understood and agreed that the full amount available under clause (A) shall have been used in connection with the 2015-1 Revolving Commitment Increaseapplicable Credit Documents.