Common use of Incremental Credit Extensions Clause in Contracts

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more tranches of Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) the aggregate principal amount of Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed the principal amount of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Loan Parties may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B Loans of any Class or add one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or any such Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansor additional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments under the Revolving Credit Facility (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to (determined at the Permitted Incremental Amount and (y) time of incurrence), together with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the aggregate principal amount of such Refinancing Revolving Commitments or Refinancing Term Loansall Incremental Equivalent Debt and Indebtedness incurred in reliance on Section 7.03(r)(ii)(A), as applicable, does shall not exceed the Incremental Cap. Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and to the extent secured, shall be secured only by (and on an equal or junior priority basis with) the Collateral securing, all of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurredLoan Obligations under this Agreement (provided that, in connection with the case of any Incremental Facility that is funded into Escrow, such refinancingIncremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until such Incremental Facility is released from Escrow) and shall be subject to an Acceptable Intercreditor Agreement.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Loan Parties may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B Loans of any Class or add one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or any such Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansor additional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments under the Revolving Credit Facility (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to (determined at the Permitted Incremental Amount and (y) time of incurrence), together with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the aggregate principal amount of such Refinancing Revolving Commitments or Refinancing Term Loansall Incremental Equivalent Debt and Indebtedness incurred in reliance on Section 7.03(r)(ii)(A), as applicable, does shall not exceed the Incremental Cap. Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and to the extent secured, shall be secured only by (and on an equal or junior priority basis with) the Collateral securing, all of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurredLoan Obligations under this Agreement (provided that, in connection with the case of any Incremental Facility that is funded into Escrow, such refinancingIncremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until such Incremental Facility is released from Escrow) and shall be subject to an Acceptable Intercreditor Agreement.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B Loans or add one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or any such Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansor additional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt, shall not exceed an amount equal to the Permitted Incremental Amount sum of (i) the greater of (x) $1,600,000,000 and (y) with respect Consolidated EBITDA for the most recently ended Test Period prior to Refinancing Revolving Commitments and Refinancing Term Loans, such date plus (ii) the principal amount of such Refinancing Revolving Commitments or Refinancing any voluntary prepayments of the Term Loans, as applicable, does not exceed the principal amount Loans and voluntary permanent reductions of the Revolving Credit Facility or Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any such refinancingIncremental Revolving Credit Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments), the First Lien Senior Secured Leverage Ratio shall not exceed 4.00:1.00; provided, for the avoidance of doubt, that Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt may be incurred pursuant to this clause (iii) prior to utilization of the amount set forth in clause (i) above. Each Incremental Facility shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $25,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of the other Obligations under this Agreement.

Incremental Credit Extensions. (a) At The Borrower may at any time and or from time to time, subject to time after the terms and conditions set forth herein, the Borrower mayEffective Date, by notice to the Administrative Agent (specifying which Class of Classes of Loans are affected, whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add (i) (x) one or more tranches additional Series of term loans under this Section 2.26 to be made available to the Borrower or an increase in the amount of the Initial Term A Loans, any Incremental Term Loans or any Other Term Loans (any such new additional tranche, series or increase, an “Incremental Term Facility”, and any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”), (y) one or more increases in the amount of the US Revolving Credit Commitments under this Section 2.26 (each such increase, a “US Revolving Commitment Increase”) or (z) one or more (not exceeding three) additional Series of incremental revolving credit commitments under this Section 2.26 to be made available to the Borrower (the “Incremental Term A LoansUS Revolving Credit Commitments”) and (ii) (x) one or Term B Loans more increases in the amount of the Multicurrency Revolving Credit Commitments under this Section 2.26 (each such increase, a “Multicurrency Revolving Commitment Increase” and, together with a US Revolving Commitment Increase, each a “Revolving Commitment Increase”) and (y) one or more (not exceeding three) additional Series of incremental revolving credit commitments under this Section 2.26 to be made available to the Borrower (the “Incremental Term B LoansMulticurrency Revolving Credit Commitments” and, together with the Incremental Term A LoansUS Revolving Credit Commitments, the “Incremental Term LoansRevolving Credit Commitments”), one or more increases in with any Class of Term Loans or Incremental Revolving Credit Commitments, any Revolving Commitment Increases and any Incremental Term Loans (the Facility being collectively called a “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental FacilitiesIncrease”); provided that (x) upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist or occur as a result thereof. Each Credit Increase shall be in an aggregate principal amount of Incremental Facilities that is not less than $5,000,000 (other than Refinancing Revolving Commitments and Refinancing Term Loansor such lower amount that either (A) on any date Indebtedness thereunder represents all remaining availability under the limit set forth in the next sentence or (B) is first incurred will not exceed an amount equal acceptable to the Permitted Incremental Amount and (y) with respect Administrative Agent). Notwithstanding anything to Refinancing Revolving Commitments and Refinancing Term Loansthe contrary herein, the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed the principal aggregate amount of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paidIncreases under this Section 2.26, and fees and expenses reasonably incurred, in connection together with such refinancing.the aggregate

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (1) to increase the amount of Initial Term Loans or add one or more additional tranches of “term A” loans (any such Initial Term Loans, or additional tranche of “term A” loans, the “Incremental Term A Loans”), (2) to add one or more tranches of Term A Loans “term B” loans (the any such tranche of “Incremental Term A Loans”) or Term B Loans (term B” loans, the “Incremental Term B Loans” and, and together with the Incremental Term A Loans, collectively, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans and/or (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”3) or one or more increases in the Revolving Credit Commitments of any Class (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new Classes of Revolving Credit Commitments (“Additional Revolving Credit Commitments” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Commitments) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Incremental Equivalent Debt, shall not exceed an amount equal to (i) the Permitted Unrestricted Incremental Amount and Amount, plus (yii) with respect to Refinancing Revolving Commitments and Refinancing the amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans, any Incremental Term Loans or Incremental Equivalent Debt and voluntary permanent reductions after the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed the principal amount Closing Date of the Revolving Credit Facility Commitments or Term Loans so refinanced except any Incremental Equivalent Debt constituting a revolving credit commitment (including pursuant to debt buy-backs made by the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to unpaid accrued interest the discounted amount actually paid in cash in respect thereof) that in each case are (x) secured on a pari passu basis with the Obligations or (y) to the extent incurred under the Unrestricted Incremental Amount, unsecured, but excluding prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under any Revolving Credit Facility or other revolving Indebtedness) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) an additional amount so long as, after giving Pro Forma Effect to the incurrence of such amount and premium thereon plus after giving effect to any Permitted Acquisition or permitted Investment consummated in connection therewith and all other reasonable amounts paidappropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Facilities or Incremental Equivalent Debt, as the case may be), the Secured Net Leverage Ratio for the most recently ended Test Period does not exceed 2.00 to 1.00, assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Credit Commitments and/or any Incremental Equivalent Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (iii), the “Incremental Incurrence Test”), it being understood and agreed that Incremental Facilities and Incremental Equivalent Debt may be incurred under the Incremental Incurrence Test prior to utilization of the Unrestricted Incremental Amount and the Voluntary Prepayment Amount, and fees if there is availability under the Incremental Incurrence Test, the Unrestricted Incremental Amount and expenses reasonably incurredthe Voluntary Prepayment Amount, unless otherwise elected by the Borrower, then the Borrower will be deemed to have elected to use the Incremental Incurrence Test prior to utilization of the Unrestricted Incremental Amount and the Voluntary Prepayment Amount. Each Incremental Facility shall be in connection with an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000 in case of Incremental Term Loans or $1,000,000 in case of Incremental Revolving Credit Commitments, provided that such refinancingamount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility may not be (A) guaranteed by any Person that does not guarantee the other Obligations hereunder, and (B) secured by any assets not constituting Collateral; provided that in the case of any Incremental Facility that is funded into Escrow pursuant to customary escrow arrangements, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until the time of the release from Escrow of such funds.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)) from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments, as applicable, in an aggregate amount not to add exceed the Incremental Amount from one or more tranches of Term A Loans (the “Incremental Term A Loans”Lenders and/or Incremental Revolving Credit Lenders (which, in each case, may include any existing Lender) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or willing to provide such Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “and/or Incremental Revolving Facilities”Credit Commitments, as the case may be, in their own discretion. Such notice shall set forth (i) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, amount of the Incremental Term Loan Increases and the Commitments and/or Incremental Revolving Facilities, the “Incremental Facilities”); provided that Credit Commitments being requested (x) the aggregate principal which shall be in minimum increments of $1,000,000 and a minimum amount of Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount $25,000,000 or equal to the Permitted remaining Incremental Amount), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments are requested to become effective (the “Increased Amount Date”), and (yiii) (a) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with respect to Refinancing Revolving Commitments and Refinancing interests rates and/or amortization and/or maturity and/or other terms different from the Term Loans (“Other Term Loans, the principal amount of ”) and/or (b) whether such Refinancing Incremental Revolving Credit Commitments are to be Revolving Credit Commitments or Refinancing Term Loans, as applicable, does not exceed the principal amount of commitments to make revolving loans with pricing and/or amortization terms and/or maturity and/or other terms different from the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing(“Other Revolving Loans”).

Incremental Credit Extensions. (ai) At any time and from time to timetime after the Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy make such notice available to each of the Lenders), request to add effect one or more additional tranches of Term A Loans revolving credit commitments (the “Incremental Term A Revolving Credit Commitments” and any related revolving credit loans thereunder, “Incremental Revolving Credit Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class the aggregate amount of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments under any existing Class (the each such increase, a “Incremental Revolving CommitmentsCredit Commitment Increase”; together with the Incremental Term Revolving Credit Loans, the Incremental Term Loan Increases and the “Incremental Revolving Facilities, the “Incremental Credit Facilities”)) from Additional Revolving Credit Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Credit Facility Amendment, (xA) no Event of Default shall result therefrom, (B) the aggregate principal amount of all Incremental Revolving Credit Facilities, Incremental Term Facilities and Additional Notes incurred after the Closing Date would not exceed (other than Refinancing x) $500,000,000 plus (y) an additional amount to the extent that the Senior Secured First-Lien Net Leverage Ratio (treating all such Incremental Revolving Commitments Credit Facilities, Incremental Term Facilities and Refinancing Term LoansAdditional Notes as Senior Secured First-Lien Indebtedness solely for purposes of calculating such Senior Secured First-Lien Net Leverage Ratio even if such Indebtedness would not otherwise constitute Senior Secured First-Lien Indebtedness) on a Pro Forma Basis after giving effect to the incurrence of any such proposed Incremental Revolving Credit Facilities and any related transactions (treating any proposed Incremental Revolving Credit Facilities and Additional Notes that are “revolving” in nature as fully drawn, but not including the proceeds of any proposed Incremental Revolving Credit Facilities, Incremental Term Facilities and Additional Notes in the amount of cash to be netted in calculating such ratio) would be less than or equal to 4.0:1.0 as of the end of the most recently ended Test Period, (C) the Borrower shall be in compliance on a Pro Forma Basis (treating any proposed Incremental Revolving Credit Facility as fully drawn, but not including the proceeds of any such deemed draw in the amount of cash to be netted in calculating such ratio) with the Financial Performance Covenant as of the end of the most recent Test Period (regardless of whether such Financial Performance Covenant is applicable at such time), (D) (i) in the case of any Incremental Revolving Credit Loans, the maturity date Indebtedness thereunder thereof shall be no earlier than the Revolving Credit Maturity Date, such Incremental Revolving Credit Loans shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Credit Maturity Date and (ii) any Revolving Credit Commitment Increase shall be on the same terms (and pursuant to the same documentation) governing the Revolving Credit Commitments pursuant to this Agreement (including upfront fees, but excluding customary arranger fees), (E) the interest rate margins and, subject to clause (D), the amortization schedule applicable to any Incremental Revolving Credit Loans shall be determined by the Borrower and the Lenders thereunder; provided that in the event that the Effective Yield for any Incremental Revolving Credit Loans is first incurred will not exceed an amount higher than the Effective Yield for the Revolving Credit Loans by more than 50 basis points, then the Effective Yield for the Revolving Credit Loans shall be increased to the extent necessary so that such Effective Yield is equal to the Permitted Effective Yield for such Incremental Amount Revolving Credit Loans minus 50 basis points; provided, further, that, in determining the Effective Yield applicable to the Incremental Revolving Credit Loans incurred pursuant to such Incremental Revolving Credit Facility and the Revolving Credit Loans, (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID for purposes of this determination) payable by the Borrower to the Revolving Credit Lenders or any Additional Revolving Credit Lenders (with OID being equated to interest based on assumed four-year life to maturity) shall be included, (y) customary arrangement or commitment fees payable to the Joint Bookrunners (or their Affiliates) in connection with respect this Agreement or to Refinancing one or more arrangers (or their Affiliates) of any Incremental Revolving Commitments Credit Loans shall be excluded and Refinancing Term (z) if the Incremental Revolving Credit Loan includes an interest rate floor greater than the interest rate floor applicable to the Revolving Credit Loans, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Revolving Credit Loans shall be required, to the extent an increase in the interest rate floor in the Revolving Credit Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor applicable to the Revolving Credit Loans shall be increased by such increased amount and (F) any Incremental Revolving Credit Facility Amendment entered into after the Closing Date shall be on the terms and pursuant to documentation to be determined by the Borrower and the Additional Revolving Credit Lenders with the applicable Incremental Revolving Credit Facilities; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clauses (D) and (E) above), they shall be reasonably satisfactory to the Administrative Agent; provided further that no L/C Issuer or Swing Line Lender shall be required to act as “issuing bank” or “swingline lender” under any such Incremental Revolving Credit Facility without its written consent. Each Incremental Revolving Credit Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof unless such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed amount represents all the remaining availability under the aggregate principal amount of the Incremental Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancingFacilities set forth above.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); , provided that (x) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will Revolving Commitments), together with the aggregate principal amount of all Permitted First Lien Secured Debt, shall not exceed an amount equal to the Permitted Incremental Amount and sum of (x) $150,000,000 plus (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount of such Refinancing Revolving Commitments or Refinancing any voluntary prepayments of the Term Loans, as applicable, does not exceed the principal amount Loans and voluntary permanent reductions of the Revolving Credit Facility or Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (y)); provided that the Borrower may incur unlimited additional Incremental Facilities and Permitted First Lien Secured Debt so long as, after giving Pro Forma Effect thereto (assuming that any such refinancingIncremental Revolving Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments, the First Lien Senior Secured Leverage Ratio shall not exceed 3.50:1.00. Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower may, by notice at any time, on one or more occasions deliver a written request to the Administrative Agent to (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to i) add one or more new tranches of term facilities hereunder and/or increase the principal amount of the Term A Loans or any Additional Term Loans by requesting new term loans commitments to be added to such Loans (the any such new tranche or increase, an “Incremental Term A Loans”) or Term B Loans (the “Facility” and any loans made pursuant to an Incremental Term B Loans” andFacility, together with the Incremental Term A Loans, the “Incremental Term Loans”)) in an aggregate principal amount not to exceed (x) the greater of (1) $100,000,000 and (2) 85% of Consolidated Adjusted EBITDA of the Borrower, one or more increases in any Class calculated on a Pro Forma Basis as of Term Loans or Incremental Term Loans the last day of the most recently ended Test Period for which financial statements are available (the “Fixed Dollar Incremental Term Loan IncreasesAmount”), one or more additional revolving credit facility tranches less (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (xi) the aggregate principal amount of all Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) Equivalent Debt incurred and/or issued in reliance on any date Indebtedness thereunder is first incurred will not exceed an amount equal to the Permitted Fixed Dollar Incremental Amount and (ii) the aggregate principal amount of “Incremental Loans”, “Incremental Commitments” and “Incremental Equivalent Debt” (each as defined in the First Lien Credit Agreement or any equivalent term under any documentation governing any First Lien Facility), in each case, incurred and/or issued in reliance on the Fixed Dollar Incremental Amount (as defined in the First Lien Credit Agreement (or equivalent provision under any other documentation governing any First Lien Facility)), plus (y) with respect to Refinancing Revolving Commitments and Refinancing the amount of any voluntary prepayments of the Term Loans, Incremental Equivalent Debt and any other Indebtedness secured by Liens on a pari passu basis with or senior to the principal Liens on the Collateral securing the Loans, voluntary prepayments or repayments of the Term Loans (including any First Lien Incremental Term Facility, each as defined in the First Lien Credit Agreement), Incremental Equivalent Debt (as defined in the First Lien Credit Agreement), Revolving Credit Commitments (as defined in the First Lien Credit Agreement), Incremental Revolving Facilities (as defined in the First Lien Credit Agreement) and any other Indebtedness secured by Liens on a pari passu basis with or senior to the Liens on the Collateral securing the Loans, the amount paid in Cash in respect of any reduction in the outstanding amount of any Term Loan (other than any Incremental Term Loan incurred in reliance on clause (z) below) resulting from any assignment of such Refinancing Term Loan to (and/or purchase of such Term Loan by) the Borrower and/or any of their respective Restricted Subsidiaries, and/or application of any “yank-a-bank” provisions, in each case effected after the Closing Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of long-term Indebtedness (other than Revolving Commitments Loans (as defined in the First Lien Credit Agreement)) shall not increase the calculation of the amount under this clause (y)) plus (z) an unlimited amount so long as, in the case of this clause (z), after giving effect to such Incremental Term Facility, (1) in the case of Incremental Term Facilities secured by a Lien on the Collateral that is on a pari passu or Refinancing on a junior lien basis with the Liens securing the Secured Obligations, the Senior Secured Leverage Ratio calculated on a Pro Forma Basis (but without giving effect to any Incremental Term LoansFacility or Incremental Equivalent Debt incurred substantially concurrently therewith in reliance on the Fixed Dollar Incremental Amount) as of the last day of the most recently ended Test Period for which financial statements are available, would not exceed 6.00:1.00 (or, to the extent such Incremental Term Facility is incurred in connection with any Permitted Acquisition or similar investment not prohibited by this Agreement, the greater of 6.00:1.00 (calculated on a Pro Forma Basis) and the Senior Secured Leverage Ratio immediately prior to such transaction) and (2) in the case of any unsecured Incremental Term Facilities, either (I) the Total Leverage Ratio calculated on a Pro Forma Basis (but without giving effect to any Incremental Term Facility or Incremental Equivalent Debt incurred substantially concurrently therewith in reliance on the Fixed Dollar Incremental Amount) as of the last day of the most recently ended Test Period for which financial statements are available, would not exceed 6.25:1.00 (or, to the extent such Incremental Term Facility is incurred in connection with any Permitted Acquisition or similar investment not prohibited by this Agreement, the greater of 6.25:1.00 (calculated on a Pro Forma Basis) and the Total Leverage Ratio immediately prior to such transaction) or (II) the Interest Coverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements are available, would be at least 1.75:1.00 (or, to the extent such Incremental Term Facility is incurred in connection with any Permitted Acquisition or similar investment not prohibited by this Agreement, the lesser of 1.75:1.00 and the Interest Coverage Ratio immediately prior to such transaction) (amounts incurred under this clause (z), the “Incremental Incurrence Amount”) (it being understood that for purposes of clause (z) of this Section 2.21(a), the Cash proceeds of the relevant Incremental Term Facility or Incremental Equivalent Debt shall be excluded in calculating the Unrestricted Cash Amount used in determining the Senior Secured Leverage Ratio or Total Leverage Ratio, as applicable) (the amounts described in clauses (x) (y) and (z) above, does not exceed the principal amount “Incremental Cap”), (it being understood that, at the election of the Revolving Credit Facility Borrower, (I) the Borrower shall be deemed to have used amounts under clause (z) (to the extent compliant therewith) prior to utilization of amounts under clause (x) or Term (y), (II) Loans so refinanced except by an amount equal to unpaid accrued interest may be incurred simultaneously under clauses (x), (y) and premium thereon plus other reasonable amounts paid(z), and fees proceeds from any such incurrence may be utilized in a single transaction, at the election of the Borrower, by first calculating the incurrence under clause (z) above and expenses reasonably incurredthen calculating the incurrence under clause (x) above, (III) any portion of any Incremental Term Facility incurred in connection reliance on clause (x) and/or (y) may be reclassified, as the Borrower may elect from time to time, as incurred under clause (z) to the extent permitted thereunder at such time on a Pro Forma Basis) specifying the amount so requested and (IV) the Borrower may incur an Incremental Term Facility without giving effect to any Revolving Loans (as defined in the First Lien Credit Agreement) proposed to be incurred substantially simultaneously or contemporaneously with such refinancing.Incremental Term Facility; provided that:

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities incurred after the Closing Date (other than Refinancing Revolving Commitments Term Loans and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term LoansCommitments), the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does shall not exceed the principal sum of (i) $80,000,000 plus (ii) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Facility or Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities so long as, after giving Pro Forma Effect thereto (assuming that any such refinancingIncremental Revolving Facilities or Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments, the First Lien Net Leverage Ratio does not exceed 4:25:1.00 (clauses (i), (ii) and (iii), collectively, the “Incremental Facilities Cap”).

Incremental Credit Extensions. (a) At The U.S. Borrower may at any time and or from time to time, subject to time after the terms and conditions set forth herein, the Borrower maySyndication Date, by notice to the Administrative Agent Agent, request in an aggregate amount not to exceed the Available Incremental Amount (whereupon the Administrative Agent shall promptly deliver a copy such amount not to each include loans which constitute Permitted Refinancing Indebtedness of the Lenders), request to add Loans hereunder) (x) one or more additional tranches of or additions to the A Term A Loans or B Term Loans (the “Incremental Term A Loans”) or Term B Loans (y) one or more additional tranches or increases in the amount of the Revolving Loan Commitments on similar terms to the terms of the Revolving Loan Commitments and any other Extended Revolving Commitments (unless otherwise consented to by the Administrative Agent (except for (x) the tenor of such additional tranches or increases (which shall have a scheduled expiration date no earlier than the 2017 Revolving Loan Maturity Date) and (y) the applicable interest rates, interest margins, rate floors, premiums, funding discounts and fees payable (other the Commitment Commission and any similar fee) with respect to such additional tranches or increases (in each case which shall be as specified in the applicable Incremental Amendment) (the “Incremental Term B Loans” Revolving Commitment Increase”, and, together with the Incremental Term A Loans, collectively, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that notwithstanding anything to the contrary contained in this Section 2.14(a), the Borrower shall always have the right to add additional tranches or increase the Revolving Loan Commitments so that after giving effect thereto the Total Revolving Loan Commitment is $375,000,000 (subject to (x) satisfaction of the aggregate principal amount requirements of Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to the Permitted Incremental Amount and immediately succeeding proviso (y) treating any Permitted Refinancing Indebtedness of Revolving Loan Commitments as Revolving Loan Commitments for purposes hereof); and provided further that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist, (ii) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, all of the representations and warranties of each Credit Party set forth in Section 8 and in each other Credit Document shall be true and correct in all material respects as of such time (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), (iii) all Incremental Loans (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the Security Documents, and guaranteed under the Guaranty, on a pari passu basis with respect to Refinancing Revolving Commitments all other Obligations of the U.S. Borrower under this Agreement secured by the Security Documents and Refinancing Term Loansguaranteed under the Guaranty, (iv) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 10.08 (whether or not then in effect) determined on a Pro Forma Basis as of the date of the most recently ended Test Period (or, if no Test Period cited in Section 10.08 has passed, the principal amount covenant in Section 10.08 for the first Test Period cited in such Sections shall be satisfied as of the last four quarters ended), in each case, as if such Refinancing Incremental Term Loans or Loans pursuant to the Revolving Commitments or Refinancing Term LoansLoan Commitment Increase, as applicable, does not exceed had been outstanding on the principal amount last day of such fiscal quarter of the U.S. Borrower for testing compliance therewith and (v) at no time shall there be more than five separate tranches of Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancingLoan Commitments.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term Loans or add one or more additional tranches of term loans (any such Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one ” or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the Unrestricted Incremental Second Lien Amount minus the aggregate principal amount of “Incremental Term Loans” and “Permitted Alternative Incremental Facilities Debt” incurred under the Unrestricted Incremental First Lien Amount (each as defined in the First Lien Credit Agreement) plus (ii) the amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans and without duplication of amounts incurred under Section 2.14 of the First Lien Credit Agreement as a result of any such prepayment or commitment reduction, voluntary prepayment of Term Loans (as defined in the First Lien Credit Agreement) effected after the Closing Date (including pursuant to debt buy-backs made by any Parent, the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof, but excluding (A) any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder and (B) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the ABL Facility or other revolving indebtedness)) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans), the Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed 5.00:1.00 (other than (x) amounts incurred concurrently with the incurrence of Indebtedness incurred in reliance on the Unrestricted Incremental Second Lien Amount and/or the Voluntary Prepayment Amount and (y) amounts incurred concurrently or substantially concurrently with respect the incurrence of Indebtedness pursuant to Refinancing Revolving Commitments drawings under the ABL Facility, in which case the Senior Secured Leverage Ratio may exceed 5.00:1.00, as a result of the incurrence of such amounts, and Refinancing Term Loansit being understood that Incremental Facilities may be incurred pursuant to this clause (iii) prior to utilization of the Unrestricted Incremental Second Lien Amount and the Voluntary Prepayment Amount) (this clause (iii), the “Incremental Incurrence Test”). Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount of that is not less than $5,000,000, provided that such Refinancing Revolving Commitments or Refinancing Term Loansamount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, as applicableand be secured on a pari passu basis by the same Collateral securing, does not exceed the principal amount all of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancingObligations hereunder.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term Loans or add one or more additional tranches of term loans (any such Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one ” or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the Unrestricted Incremental First Lien Amount minus the aggregate principal amount of “Incremental Term Loans” and “Permitted Alternative Incremental Facilities Debt” incurred under the Unrestricted Incremental Second Lien Amount (each as defined in the Second Lien Credit Agreement) plus (ii) the amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans effected after the Closing Date (including pursuant to debt buy-backs made by any Parent, the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof, but excluding (A) any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder and (B) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the ABL Facility or other revolving indebtedness)) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans), the First Lien Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed 4.00:1.00 (or, to the extent such Incremental Term Loans are incurred in connection with any Permitted Acquisition or similar Investment not prohibited by the Loan Documents, the First Lien Senior Secured Leverage Ratio for the most recently ended Test Period does not exceed the greater of 4.00:1.00 and the First Lien Senior Secured Leverage Ratio immediately prior to such Permitted Acquisition or permitted Investment) (other than (x) amounts incurred concurrently with the incurrence of Indebtedness incurred in reliance on the Unrestricted Incremental First Lien Amount and/or the Voluntary Prepayment Amount and (y) amounts incurred concurrently or substantially concurrently with respect the incurrence of Indebtedness pursuant to Refinancing Revolving Commitments drawings under the ABL Facility, in which case the First Lien Senior Secured Leverage Ratio may exceed 4.00:1.00, as a result of the incurrence of such amounts, and Refinancing Term Loansit being understood that Incremental Facilities may be incurred pursuant to this clause (iii) prior to utilization of the Unrestricted Incremental First Lien Amount and the Voluntary Prepayment Amount) (this clause (iii), the “Incremental Incurrence Test”). Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount of that is not less than $5,000,000, provided that such Refinancing Revolving Commitments or Refinancing Term Loansamount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, as applicableand be secured on a pari passu basis by the same Collateral securing, does not exceed the principal amount all of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancingObligations hereunder.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (1) to increase the amount of Term A Loans or add one or more additional tranches of “term a” loans (any such Term A Loans (Loans, or additional tranche of “term a” loans, the “Incremental Term A Loans”) or and/or (2) to increase the amount of Term B Loans or add one or more additional tranches of “term b” loans (any such Term B Loans, or additional tranche of “term b” loans, the “Incremental Term B Loans” and, and together with the Incremental Term A Loans, collectively, the “Incremental Term Loans”). Notwithstanding anything to contrary herein, one or more increases in any Class the aggregate principal amount of Term Loans or all Incremental Term Loans (other than Refinancing Term Loans) (determined at the “Incremental Term Loan Increases”time of incurrence), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the aggregate principal amount of all Incremental Term LoansEquivalent Debt, shall not exceed (i) the Unrestricted Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) Amount minus the aggregate principal amount of Incremental Facilities Revolving Credit Commitments (as defined in the Existing OMI Credit Agreement) that is incurred on or prior to the date of the incurrence of any such Incremental Term Loans in reliance on the Unrestricted Incremental First Lien Amount (as defined in the Existing OMI Credit Agreement) plus (ii) the amount of any voluntary prepayments, repurchases, redemptions or other than Refinancing Revolving Commitments retirements of the Term Loans and Refinancing Term Loans) on voluntary permanent reductions of any date Indebtedness thereunder is first incurred will not exceed revolving credit facility effected after the Closing Date (including pursuant to debt buy-backs made by the Parent Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the Permitted Incremental Amount discounted amount actually paid in respect thereof, but excluding (A) any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of Revolving Credit Loans or Term Loans in connection with a substantially concurrent issuance of new revolving commitments hereunder and (yC) prepayments with respect the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under any revolving Indebtedness without a substantially concurrent permanent commitment reduction) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) unlimited additional Incremental Term Loans and Incremental Equivalent Debt so long as, after giving Pro Forma Effect thereto and after giving effect to Refinancing Revolving Commitments any Permitted Acquisition or permitted Investment consummated in connection therewith and Refinancing all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans or Incremental Equivalent Debt, as the case may be), (A) if such Incremental Term Loans are secured by a Lien on the Collateral that is pari passu with the Liens securing the Initial Term A-1 Term Loans and the Initial Term B-1 Term Loans, the principal amount of First Lien Leverage Ratio for the most recently ended Test Period does not exceed 2.05:1.00 (or, to the extent such Refinancing Revolving Commitments Incremental Term Loans are incurred in connection with any Permitted Acquisition or Refinancing Term Loanssimilar Investment not prohibited by the Loan Documents, as applicable, the First Lien Leverage Ratio for the most recently ended Test Period does not exceed the principal amount greater of 2.05:1.00 and the Revolving Credit Facility First Lien Leverage Ratio immediately prior to such Permitted Acquisition or permitted Investment), (B) if such Incremental Term Loans so refinanced except are secured by an amount equal a Lien on the Collateral that is junior to unpaid accrued interest the Liens securing the Initial Term A-1 Term Loans and premium thereon plus other reasonable amounts paidthe Initial Term B-1 Term Loans, and fees and expenses reasonably incurredthe Secured Leverage Ratio for the most recently ended Test Period does not exceed 2.80:1.00 (or, to the extent such Incremental Term Loans are incurred in connection with any Permitted Acquisition or similar Investment not prohibited by the Loan Documents, the Secured Leverage Ratio for the most recently ended Test Period does not exceed the greater of 2.80:1.00 and the Secured Leverage Ratio immediately prior to such refinancingPermitted Acquisition or permitted Investment) or (C) if such Incremental Term Loans are unsecured or secured solely by assets that do not constitute Collateral, the Total Leverage Ratio for the most recently ended Test Period does not exceed 4.10:1.00 (or, to the extent such Incremental Term Loans are incurred in connection with any Permitted Acquisition or similar Investment not prohibited by the Loan Documents, the Total Leverage Ratio for the most recently ended Test Period does not exceed the greater of 4.10:1.00 and the Total Leverage Ratio immediately prior to such Permitted Acquisition or permitted Investment), it being understood and agreed that Incremental Term Loans may be incurred pursuant to this clause (iii) prior to utilization of the Unrestricted Incremental Amount and the Voluntary Prepayment Amount and assuming for purposes of such calculation that the full committed amount of any Incremental Term Loans or Incremental Equivalent Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (iii), the “Incremental Incurrence Test”). Each Incremental Term Loan (i) shall be in Dollars or in another currency that is administratively feasible for the Administrative Agent and (ii) shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 in case of Incremental Term Loans; provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Term Loan (i) shall, if guaranteed, be guaranteed by the Guarantors that guarantee the other Obligations hereunder and (ii) if secured, will be secured by a Lien on the Collateral securing all of the other Obligations hereunder.

Incremental Credit Extensions. (a) At The Borrower Agent may, at any time and from time to time, subject on one or more occasions deliver a written request to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request ) to (i) add one or more new tranches of term facilities and/or increase the principal amount of the Term A Loans, any Incremental Term Loans, any Refinancing Term Loans, any Extended Term Loans or any Replacement Term Loans by requesting new term loans commitments to be added to such Loans (the any such new tranche or increase, an “Incremental Term A Facility” and any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or (ii) add one or Term B Loans more new tranches of incremental revolving facilities (the each, an “Incremental Revolving Facility” and, together with any Incremental Term B Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and, together with the any Incremental Term A Loans, “Incremental Loans”) in an aggregate principal amount not to exceed (x) $250,000,000 (which amount shall be increased by the principal amount of any voluntary prepayments of any tranche of Term Loans (other than with the proceeds of long-term Indebtedness)), plus (y) in the case of any Incremental Facility 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 prepayment to be made with respect to the Term Loans, Incremental Term Loans, Refinancing Term Loans, Extended Term Loans and/or Replacement Term Loans and/or the permanent commitment reduction to be made with respect to an Incremental Revolving Facility or a Replacement Revolving Facility, in each case to be replaced with such Incremental Facility, plus (z) an unlimited amount so long as, in the case of this clause (z), after giving effect to such Incremental Facility, (1) if such Incremental Loans rank pari passu in right of security with the Obligations with respect to the Term Loans, the First Lien Leverage Ratio does not exceed 4.25 to 1.00 on a Pro Forma Basis (but, for this purpose, determined without deduction of any Cash proceeds received by either Borrower from the incurrence of such Incremental Facility) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01 or (2) if such Incremental Loans rank junior in right of security with the Obligations with respect to the Term Loans or are unsecured, the Total Leverage Ratio does not exceed 6.00 to 1.00 on a Pro Forma Basis (but, for this purpose, determined without deduction of any Cash proceeds received by either Borrower from the incurrence of such Incremental Facility) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01 (it being understood that for purposes of subclauses (1) and (2) of this clause (z) of this Section 2.23(a), any Incremental Revolving Facilities shall be deemed to be fully drawn) (the amounts described in clauses (x), (y) and (z) above, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental FacilitiesCap”); provided that (1) Incremental Facilities may be incurred under one or more of clauses (x), (y) and/or (z) above as selected by the Borrower Agent in its sole discretion, and (2) if any Incremental Facilities are to be incurred under both clauses (x) and (z) above in connection with a single transaction or series of related but substantially concurrent transactions, then the aggregate principal maximum amount available of Incremental Facilities (or portion of Incremental Facilities) to be incurred under clause (z) shall first be determined by calculating the incurrence under such clause (z) without giving effect to any Incremental Facilities (or portion of any Incremental Facilities) incurred (or to be incurred) under clause (x), and after such maximum amount under clause (z) has been determined, the amount of Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loansor portion of Incremental Facilities) on any date Indebtedness thereunder is first incurred will not exceed an amount equal (or to the Permitted Incremental Amount and be incurred) under clause (yx) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed the principal amount of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing.shall be determined; provided that:

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more tranches of Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments of any Class (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments”; together with the Incremental Term Loans). Notwithstanding anything to contrary herein, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) the aggregate principal amount of all Incremental Facilities Revolving Commitments (other than Refinancing Revolving Commitments and Refinancing Term LoansCommitments) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to (determined at the Permitted Incremental Amount and (y) time of incurrence), together with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the aggregate principal amount of such Refinancing Revolving Commitments or Refinancing Term Loansall Incremental Equivalent Debt, as applicable, does shall not exceed (i) the principal Unrestricted Incremental First Lien Amount plus (ii) the amount of any voluntary permanent reductions of the Revolving Credit Facility or Term Commitments effected after the Closing Date and voluntary prepayments of other Indebtedness secured on a pari passu basis with the Revolving Credit Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, (excluding (A) any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder and (B) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the Revolving Credit Facility and other revolving Indebtedness, in each case without a substantially concurrent permanent commitment reduction)) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) unlimited additional Incremental Revolving Commitments and Incremental Equivalent Debt so long as, after giving Pro Forma Effect thereto and after giving effect to any Permitted Acquisition or permitted Investment consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such refinancingIncremental Revolving Commitments or Incremental Equivalent Debt, as the case may be), the First Lien Leverage Ratio for the most recently ended Test Period does not exceed (x) 3.75:1.00 or (y) if such Incremental Revolving Commitments are made in connection with a Permitted Acquisition or any other similar Investment not prohibited hereunder, the First Lien Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) immediately prior to the consummation of such Permitted Acquisition or other similar Investment and the making of such Incremental Revolving Commitments, it being understood and agreed that Incremental Revolving Commitments may be incurred pursuant to this clause (iii) prior to utilization of the Unrestricted Incremental First Lien Amount and the Voluntary Prepayment Amount and assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Commitments and/or any Incremental Equivalent Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (iii), the “Incremental Incurrence Test”). Each Incremental Revolving Commitment shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Revolving Commitment shall be guaranteed by the Guarantors that guarantee the other Obligations hereunder and secured by a Lien on the Collateral securing all of the other Obligations hereunder.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower or any Guarantor may, by notice to the Administrative Agent or the Revolver Agent, as applicable (whereupon the Administrative Agent or the Revolver Agent, as applicable, shall promptly deliver a copy to each of the Lenders), request to increase the amount of any Class of Initial Term Loans or add one or more additional tranches of term loans (any such Initial Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) and/or establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed (i) prior to the Conversion Date, $1,375,000,000 and (ii) after the Conversion Date, the greater of (y) $1,375,000,000 and (z) 50% of LTM EBITDA (such amount in clauses (i) and (ii) the “Unrestricted Incremental Amount”) plus (iii) the amount of any voluntary prepayments, redemptions, repurchases or other retirements of the Term Loans and any other Indebtedness (in the case of such other Indebtedness, to the extent such Indebtedness is (x) secured on a pari passu basis with respect to security with the Secured Obligations, (y) secured on a junior lien basis with the Secured Obligations or (z) unsecured, and so long as it was, in the case of clause (y) or (z), originally incurred under the Unrestricted Incremental Amount), payments made pursuant to Section 3.06(a) and voluntary permanent reductions of revolving commitments secured on a pari passu basis with respect to security with the Secured Obligations, which reductions are effected after the Closing Date (including pursuant to debt buy-backs made by the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof, but excluding (A) any prepayment with the proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of revolving commitments in connection with a substantially concurrent issuance of new revolving commitments thereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the Revolving Credit Facility and other revolving Indebtedness, in each case without a substantially concurrent permanent commitment reduction)) (this clause (iii), the “Voluntary Prepayment Amount”) plus (iv) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving pro forma effect thereto and after giving effect to any Permitted Investment consummated in connection therewith and all other appropriate pro forma adjustments (but excluding the cash proceeds of any such Incremental Facilities and without giving effect to any amount incurred simultaneously under (x) the Unrestricted Incremental Amount and or the Voluntary Prepayment Amount or (y) the Revolving Credit Facility), (A) if such Incremental Facility is secured by a Lien on the Collateral that is pari passu with respect to Refinancing Revolving Commitments and Refinancing the Liens securing the Initial Term Loans, the principal amount of Consolidated First Lien Secured Leverage Ratio for the most recently ended Test Period does not exceed 1.35:1.00, (B) if such Refinancing Revolving Commitments or Refinancing Incremental Facility is secured by a Lien on the Collateral that is junior to the Liens securing the Initial Term Loans, as applicableis secured by assets not constituting Collateral or is unsecured, the Consolidated Total Leverage Ratio for the most recently ended Test Period does not exceed either (1) 4.00:1.00 or (2) with the written consent of the Required Revolving Credit Lenders (and for the avoidance of doubt, without the need for the consent of any other Lender), 4.50:1.00; provided that Incremental Facilities may be incurred pursuant to this clause (iv) prior to utilization of the Unrestricted Incremental Amount and the Voluntary Prepayment Amount and assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Credit Commitments and/or any Permitted Alternative Incremental Facilities Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (iv), the “Incremental Incurrence Test”). Each Incremental Facility shall be in an integral multiple of $1.0 million and be in an aggregate principal amount that is not less than $5.0 million in case of the Incremental Term Loans or $5.0 million in case of Incremental Revolving Credit Facility or Term Loans so refinanced except by an Commitments, provided that such amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with may be less than the applicable minimum amount if such refinancing.amount represents all the remaining availability hereunder as set forth above. 128

Incremental Credit Extensions. (ai) At any time and from time to timetime after the Closing Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy make such notice available to each of the Lenders), request to add effect one or more additional tranches of Term A Loans revolving credit commitments (the “Incremental Term A Revolving Credit Commitments” and any related revolving credit loans thereunder, “Incremental Revolving Credit Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class the aggregate amount of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments under any existing Class (the each such increase, a “Incremental Revolving CommitmentsCredit Commitment Increase”; together with the Incremental Term Revolving Credit Loans, the Incremental Term Loan Increases and the “Incremental Revolving Facilities, the “Incremental Credit Facilities”)) from Additional Revolving Credit Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Credit Facility Amendment, (xA) no Event of Default shall result therefrom, (B) the aggregate principal amount of all Incremental Revolving Credit Facilities, Incremental Term Facilities and Additional Notes incurred after the Closing Date would not exceed (other than Refinancing x) $500,000,000 plus (y) an additional amount to the extent that the Senior Secured First-Lien Net Leverage Ratio (treating all such Incremental Revolving Commitments Credit Facilities, Incremental Term Facilities and Refinancing Term LoansAdditional Notes as Senior 631 Secured First-Lien Indebtedness solely for purposes of calculating such Senior Secured First-Lien Net Leverage Ratio even if such Indebtedness would not otherwise constitute Senior Secured First-Lien Indebtedness) on a Pro Forma Basis after giving effect to the incurrence of any such proposed Incremental Revolving Credit Facilities and any related transactions (treating any proposed Incremental Revolving Credit Facilities and Additional Notes that are “revolving” in nature as fully drawn, but not including the proceeds of any proposed Incremental Revolving Credit Facilities, Incremental Term Facilities and Additional Notes in the amount of cash to be netted in calculating such ratio) would be less than or equal to 4.0:1.0 as of the end of the most recently ended Test Period, (C) the Borrower shall be in compliance on a Pro Forma Basis (treating any proposed Incremental Revolving Credit Facility as fully drawn, but not including the proceeds of any such deemed draw in the amount of cash to be netted in calculating such ratio) with the Financial Performance Covenant as of the end of the most recent Test Period (regardless of whether such Financial Performance Covenant is applicable at such time), (D) (i) in the case of any Incremental Revolving Credit Loans, the maturity date Indebtedness thereunder thereof shall be no earlier than the Revolving Credit Maturity Date, such Incremental Revolving Credit Loans shall require no scheduled amortization or mandatory commitment reduction prior to the Revolving Credit Maturity Date and (ii) any Revolving Credit Commitment Increase shall be on the same terms (and pursuant to the same documentation) governing the Revolving Credit Commitments pursuant to this Agreement (including upfront fees, but excluding customary arranger fees), (E) the interest rate margins and, subject to clause (D), the amortization schedule applicable to any Incremental Revolving Credit Loans shall be determined by the Borrower and the Lenders thereunder; provided that in the event that the Effective Yield for any Incremental Revolving Credit Loans is first incurred will not exceed an amount higher than the Effective Yield for the Revolving Credit Loans by more than 50 basis points, then the Effective Yield for the Revolving Credit Loans shall be increased to the extent necessary so that such Effective Yield is equal to the Permitted Effective Yield for such Incremental Amount Revolving Credit Loans minus 50 basis points; provided, further, that, in determining the Effective Yield applicable to the Incremental Revolving Credit Loans incurred pursuant to such Incremental Revolving Credit Facility and the Revolving Credit Loans, (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID for purposes of this determination) payable by the Borrower to the Revolving Credit Lenders or any Additional Revolving Credit Lenders (with OID being equated to interest based on assumed four-year life to maturity) shall be included, (y) customary arrangement or commitment fees payable to the Joint Bookrunners (or their Affiliates) in connection with respect this Agreement or to Refinancing one or more arrangers (or their Affiliates) of any Incremental Revolving Commitments Credit Loans shall be excluded and Refinancing Term (z) if the Incremental Revolving Credit Loan includes an interest rate floor greater than the interest rate floor applicable to the Revolving Credit Loans, such increased amount shall be equated to interest margin for purposes of determining whether an increase to the applicable interest margin for the Revolving Credit Loans shall be required, to the extent an increase in the interest rate floor in the Revolving Credit Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor applicable to the Revolving Credit Loans shall be increased by such increased amount and (F) any Incremental Revolving Credit Facility Amendment entered into after the Closing Date shall be on the terms and pursuant to documentation to be determined by the Borrower and the Additional Revolving Credit Lenders with the applicable Incremental Revolving Credit Facilities; provided that to the extent such terms and documentation are not consistent with this Agreement (except to the extent permitted by clauses (D) and (E) above), they shall be reasonably satisfactory to the Administrative Agent; provided further that no L/C Issuer or Swing Line Lender shall be required to act as “issuing bank” or “swingline lender” under any such Incremental Revolving Credit Facility without its written consent. Each Incremental Revolving Credit Facility shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof unless such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed amount represents all the remaining availability under the aggregate principal amount of the Incremental Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancingFacilities set forth above.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, Loans and the Incremental Term Loan Increases and the Incremental Revolving FacilitiesIncreases, the “Incremental Facilities”). Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Facilities incurred after the Closing Date (other than Refinancing Term Loans and Refinancing Revolving Commitments), shall not exceed the sum of (i) $120,000,000 plus (ii) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities so long as, after giving Pro Forma Effect to the making of the Incremental Term Loans or the establishment of Incremental Revolving Commitments (assuming that any such Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments, the First Lien Net Leverage Ratio does not exceed 2.80:1.00 (or, solely in the case of Incremental Facilities incurred to finance a Permitted Acquisition, 3.50:1.00) (clauses (i), (ii) and (iii), collectively, the “Incremental Facilities Cap”); provided that (x) the aggregate principal amount of Incremental Facilities and Permitted Alternative Incremental Facilities Debt may be incurred under one or more of clauses (other than Refinancing Revolving Commitments and Refinancing Term Loansi) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to through (iii) as selected by the Permitted Incremental Amount Borrower in its sole discretion and (y) with respect if Incremental Facilities or Permitted Alternative Incremental Facilities Debt are intended to Refinancing Revolving Commitments be incurred under clause (iii) and Refinancing Term Loansany other of clauses (i) or (ii) in a single transaction or series of related transactions, (A) incurrence of the principal portion of such Incremental Facilities or Permitted Alternative Incremental Facilities Debt to be incurred under clause (iii) shall first be calculated without giving effect to any Incremental Facilities or Permitted Alternative Incremental Facilities Debt to be incurred under all other such clauses, but giving full pro forma effect the use of proceeds of the entire amount of all such Refinancing Revolving Commitments Incremental Facilities or Refinancing Term LoansPermitted Alternative Incremental Facilities Debt and related transactions, as applicableand (B) thereafter, does not exceed the principal amount incurrence of the Revolving Credit Facility portion of such Incremental Facilities or Term Loans so refinanced except by an amount equal Permitted Alternative Incremental Facilities Debt to unpaid accrued interest and premium thereon plus be incurred under such other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancingapplicable clauses of this definition shall be calculated.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more tranches of Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) the aggregate principal amount of Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed the principal amount of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing.. 91

Incremental Credit Extensions. (a) i. At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower or any Subsidiary Guarantor may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of any Class of Initial Term Loans or add one or more additional tranches of term loans (any such Initial Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the “Incremental Facilities”). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loan Increases Loans and Refinancing Revolving Credit Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Revolving FacilitiesFacilities Debt, shall not exceed the sum of (i) the greater of (x) $160.0 million and (y) 75.0% of LTM EBITDA (such amount, the “Incremental FacilitiesStarter Amount”) plus (ii) (I) the aggregate amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans and any other Indebtedness (in the case of such other Indebtedness, to the extent such Indebtedness is (x) secured on a pari passu basis with respect to security with the Obligations, (y) secured on a junior lien basis with the Obligations or (z) unsecured, and solely to the extent it was, in the case of clause (y) or (z), originally incurred pursuant to the Unrestricted Incremental Amount), payments made pursuant to Section 3.06(a) (to the extent such Indebtedness is retired rather than assigned) and voluntary permanent reductions of the Revolving Credit Commitments effected after the Closing Date (in each case, including pursuant to debt buy-backs made by Holdings or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the principal amount thereof, but excluding (A) any prepayment with the proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the Revolving Credit Facility and other revolving Indebtedness, in each case without a substantially concurrent permanent commitment reduction)) and (II) in the case of an Incremental Facility (that is being incurred using the Unrestricted Incremental Amount) that serves to effectively extend the maturity of the Initial Term Loans, the Revolving Credit Facility and/or any other Incremental Facility, an amount equal to the portion of the Initial Term Loans, the Revolving Credit Facility and/or any other Incremental Facilities to be replaced with such Incremental Facility (such amount under this clause (ii), the “Voluntary Prepayment Amount” and, together with the Incremental Starter Amount, the “Incremental Starter Basket,” the “Unrestricted Incremental Amount”) plus (iii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving pro forma effect thereto and after giving effect to any Permitted Investment consummated in connection therewith, any indebtedness repaid with the proceeds thereof and any other acquisition, disposition, debt incurrence, debt retirement and other appropriate pro forma adjustments and all other appropriate pro forma adjustments (but excluding the cash proceeds of any such Incremental Facilities and Permitted Alternative Incremental Facilities Debt and without giving effect to any amount incurred simultaneously under (x) the Unrestricted Incremental Amount, (y) any other fixed dollar incurrence basket or (z) the Revolving Credit Facility) (and, in each case, for the avoidance of doubt, for purposes of calculating the Interest Coverage Ratio, without giving effect to any interest expense attributable to any such Indebtedness in connection therewith), (A) if such Incremental Facility #94164975v6 Exhibit 10.14 is secured by a Lien on the Collateral that is pari passu with the Liens securing the Initial Term Loans, the Consolidated First Lien Secured Leverage Ratio for the #94164975v6 Exhibit 10.14 most recently ended Test Period does not exceed 2.55:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Investment, the Consolidated First Lien Secured Leverage Ratio for the most recently ended Test Period does not exceed the greater of 2.55:1.00 and the Consolidated First Lien Secured Leverage Ratio immediately prior to such Permitted Investment), (B) if such Incremental Facility is secured by a Lien on the Collateral that is junior to the Liens securing the Initial Term Loans, the Consolidated Total Senior Secured Leverage Ratio for the most recently ended Test Period does not exceed 3.05:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Investment, the Consolidated Total Senior Secured Leverage Ratio for the most recently ended Test Period does not exceed the greater of 3.05:1.00 and the Consolidated Total Senior Secured Leverage Ratio immediately prior to such Permitted Investment) or (C) if such Incremental Facility is unsecured, the Consolidated Total Leverage Ratio for the most recently ended Test Period does not exceed 3.05:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Investment, the Consolidated Total Leverage Ratio for the most recently ended Test Period does not exceed the greater of 3.05:1.00 and the Consolidated Total Leverage Ratio immediately prior to such Permitted Investment) (this clause (iii), the “Incremental Incurrence Test”); provided that (x) Incremental Facilities may be incurred pursuant to this clause (iii) prior to utilization of the Unrestricted Incremental Amount, (y) assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Credit Commitments and/or any Permitted Alternative Incremental Facilities Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness and (z) any Indebtedness originally incurred under the Unrestricted Incremental Amount shall be automatically and immediately reclassified (unless the Borrower otherwise elects from time to time) as having been incurred under this clause (iii), at any time the Borrower would be permitted to incur under this clause (iii) the aggregate principal amount of Incremental Facilities the Indebtedness being so reclassified (other than Refinancing Revolving Commitments and Refinancing Term Loans) on for purposes of clarity, with any date such reclassification having the effect of increasing the Borrower’s ability to incur Indebtedness thereunder is first incurred will not exceed an amount equal to under the Permitted Unrestricted Incremental Amount on and (y) with respect to Refinancing Revolving Commitments after the date of such reclassification by the amount of Indebtedness so re-designated). Each Incremental Facility shall be in an integral multiple of $1.0 million and Refinancing Term Loans, the be in an aggregate principal amount that is not less than $5.0 million in case of such Refinancing Revolving Commitments Incremental Term Loans or Refinancing Term Loans, as applicable, does not exceed the principal amount $5.0 million in case of the Incremental Revolving Credit Facility or Term Loans so refinanced except by an Commitments, provided that such amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with may be less than the applicable minimum amount if such refinancingamount represents all the remaining availability hereunder as set forth above.

Incremental Credit Extensions. (a) At The Borrower may at any time and or from time to time, subject to time after the terms and conditions set forth herein, the Borrower mayFourth A&R Refinancing Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add (a) one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or Term B Loans (b) one or more increases in the amount of the Revolving Credit Commitments (each such increase, a “Incremental Term B LoansRevolving Commitment Increase” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”). Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (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). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed the sum of $400,000,000 (the “Dollar-Based Incremental Availability”) plus an additional amount of Incremental Term Loans or Revolving Commitment Increases (the “Ratio-Based Incremental Availability”) so long as, after giving effect to the incurrence of such Incremental Term Loans or Revolving Commitment Increase, the Senior Secured Incurrence Test (on a Pro Forma Basis and, for purposes of determining Ratio-Based Incremental Availability, assuming that such Revolving Commitment Increase is fully drawn and without netting any cash proceeds of such Incremental Term Loans or Revolving Commitment Increase) would be satisfied (it being understood that (i) the Incremental Facilities may be effected using Ratio-Based Incremental Availability (if available) regardless of whether there is unused Dollar-Based Incremental Availability, (ii) if the Borrower incurs the Incremental Facilities (or indebtedness under a Second Lien Facility pursuant to Section 7.03(v)) using Dollar-Based Incremental Availability substantially simultaneously or contemporaneously with the incurrence of Incremental Facilities (or indebtedness under a Second Lien Facility pursuant to Section 7.03(v)) using Ratio-Based Incremental Availability, the Senior Secured Leverage Ratio with respect to availability of such Incremental Facilities (or indebtedness under a Second Lien Facility pursuant to Section 7.03(v)) using Ratio-Based Incremental Availability will be calculated without including such Incremental Facilities (or indebtedness under a Second Lien Facility pursuant to Section 7.03(v)) incurred using Dollar-Based Incremental Availability and (iii) unless the Borrower elects otherwise, each Incremental Facility (or indebtedness under a Second Lien Facility pursuant to Section 7.03(v)) will be deemed incurred first as an Incremental Facility (or indebtedness under a Second Lien Facility pursuant to Section 7.03(v)) using Ratio-Based Incremental Availability to the extent permitted). The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b)(1) with respect to any Incremental Term Loans that have scheduled amortization in excess of 1.0% per annum and a final maturity of five years or less from the date of their incurrence, and that are primarily syndicated to or US-DOCS\79529473.13 otherwise provided by commercial banks (each, an “Incremental A Term Loan”), shall not mature earlier than the Maturity Date with respect to the Initial A Term Loans, and (2) with respect to any Incremental Term Loans that are not Incremental A Term Loans (each, an “Incremental B Term Loan”), shall not mature earlier than the Maturity Date with respect to Initial B Term Loans, (c) shall be “Loans” and “Term Loans” hereunder and (d) shall be treated substantially the same as, in the case of Incremental A Term Loans, the Initial A Term Loans and, in the case of Incremental B Term Loans, the Initial B Term Loans (including with respect to mandatory and voluntary prepayments (subject to the Borrower’s right, subject to the pro rata application of prepayments within any Class of Loans, to allocate prepayments in its sole discretion among the Class or Classes of Loans as the Borrower may specify); provided that (xi) the aggregate principal amount terms and conditions applicable to Incremental Term Loans may be materially different from those of Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing the Initial A Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal Loans and/or the Initial B Term Loans to the Permitted Incremental Amount extent such differences are reasonably acceptable to the Administrative Agent and (yii) with respect the interest rates and amortization schedule applicable to Refinancing the Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitments Commitment Increases. Incremental Term Loans may be made, and Refinancing Revolving Commitment Increases may be provided, by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans, the principal amount Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of such Refinancing Loans or Revolving Commitments or Refinancing Term LoansCredit Commitments, as applicable, does to such Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (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) and such other conditions as the parties thereto shall agree; provided that to the extent agreed upon by the Lenders providing such Incremental Facilities, if the proceeds of such Incremental Facilities are to be used to finance a Permitted Acquisition or similar Investment, with respect to the condition set forth in Section 4.02(a), only the Specified Representations shall be required to be true and correct as a condition to the effectiveness of such Incremental Amendment, and the condition set forth in Section 4.02(b) shall be limited to an Event of Default under clauses (a) and (f) of Section 8.01. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not exceed prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or US-DOCS\79529473.13 Revolving Commitment Increases, unless it so agrees. Upon each increase in the principal amount Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Facility Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or Term prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans so refinanced except made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by an amount equal to unpaid accrued interest on the Revolving Credit Loans being prepaid and premium thereon plus other reasonable amounts paidany costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and fees and expenses reasonably incurred, pro rata payment requirements contained elsewhere in connection with such refinancingthis Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Representative may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B Loans of any Class or add one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or any such Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansor additional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments under any Revolving Credit Facility (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to (determined at the Permitted Incremental Amount and (y) time of incurrence), together with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the aggregate principal amount of such Refinancing Revolving Commitments or Refinancing Term Loansall Incremental Equivalent Debt, as applicable, does shall not exceed the Incremental Cap. Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and to the extent secured, shall be secured by only the same Collateral subject to clause (h) of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest “Collateral and premium thereon plus Guarantee Requirement” securing, all of the other reasonable amounts paid, and fees and expenses reasonably incurredLoan Obligations under this Agreement (provided that, in connection with the case of any Incremental Facility that is funded into Escrow, such refinancingIncremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until such Incremental Facility is released from Escrow).

Incremental Credit Extensions. (a) At The Borrower may at any time and or from time to time, subject to time after the terms and conditions set forth herein, the Borrower mayClosing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add (i) one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or Term B Loans (ii) one or more increases in the amount of the Revolving Credit Commitments (each such increase, a “Incremental Term B LoansRevolving Credit Commitment Increase” and, together with the Incremental Term A Loans, the “New Loan Commitments”)) by an amount not to exceed the sum of (x) $250,000,000 (the “Cash-Capped Incremental Term LoansFacility”), one or more increases in any Class plus (y) an unlimited additional amount (the “Ratio-Based Incremental Facility”) so long as the pro forma Consolidated Net Senior Secured Leverage Ratio of the Borrower and its Subsidiaries after giving effect to such Incremental Term Loans or Incremental Revolving Credit Commitment Increase shall not be greater than 3.95 to 1.00 plus (z) an amount equal to all voluntary prepayments of pari passu Term Loans (made pursuant to Section 2.11(a) and repurchases of pari passu Term Loans made pursuant to the “Incremental Term Loan Increases”)terms hereof and voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.11(a) to the extent accompanied by a corresponding, one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases permanent reduction in the Revolving Credit Commitments pursuant to Section 2.11(a), in each case, to the extent not funded with the proceeds of long term Indebtedness (the “Prepayment-Based Incremental Revolving CommitmentsFacility”; together with the Incremental Term Loans) (such sum, the Incremental Term Loan Increases and the Incremental Revolving Facilitiesat any such time, the “Incremental FacilitiesAmount”); provided provided, further, that for purposes of any New Loan Commitments established pursuant to this Section 2.25 and Incremental Equivalent Debt incurred pursuant to Section 2.26, (xA) the aggregate principal amount of Borrower may elect to use the Ratio-Based Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal Facility prior to the Permitted Cash-Capped Incremental Amount Facility or the Prepayment Based Incremental Facility, (B) if either the Cash-Capped Incremental Facility or the Prepayment Based Facility are available and the Borrower does not make an election, the Borrower will be deemed to have elected to use the Ratio-Based Incremental Facility and (yC) with respect New Loan Commitments pursuant to Refinancing Revolving Commitments this Section 2.25 and Refinancing Term LoansIncremental Equivalent Debt pursuant to Section 2.26 may be incurred under the Cash-Capped Incremental Facility, the principal amount Ratio-Based Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence under the Cash-Capped Incremental Facility, the Ratio-Based Incremental Facility and the Prepayment-Based Incremental Facility may be utilized in a single transaction by first calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed any amounts utilized pursuant to the principal amount of the Revolving Credit Cash-Capped Incremental Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest Prepayment-Based Incremental Facility) and premium thereon plus other reasonable amounts paid, then calculating the incurrence under the Cash-Capped Incremental Facility and fees and expenses reasonably incurred, in connection with such refinancingthe Prepayment-Based Incremental Facility.

Incremental Credit Extensions. (a) At The Borrower may at any time and or from time to time, subject to time after the terms and conditions set forth herein, the Borrower mayClosing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add (i) one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or Term B Loans (ii) one or more increases in the amount of the Revolving Credit Commitments (each such increase, a “Incremental Term B LoansRevolving Credit Commitment Increase” and, together with the Incremental Term A Loans, the “New Loan Commitments”)) by an amount not to exceed the sum of (x) $250,000,000 (the “Cash-Capped Incremental Term LoansFacility”), one or more increases in any Class plus (y) an unlimited additional amount (the “Ratio-Based Incremental Facility”) so long as the pro forma Consolidated Net Senior Secured Leverage Ratio of the Borrower and its Subsidiaries after giving effect to such Incremental Term Loans or Incremental Revolving Credit Commitment Increase shall not be greater than 3.95 to 1.00 plus (z) an amount equal to all voluntary prepayments of pari passu Term Loans (made pursuant to Section 2.11(a) and repurchases of pari passu Term Loans made pursuant to the “Incremental Term Loan Increases”)terms hereof and voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.11(a) to the extent accompanied by a corresponding, one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases permanent reduction in the Revolving Credit Commitments pursuant to Section 2.11(a), in each case, to the extent not funded with the proceeds of long term Indebtedness (the “Prepayment-Based Incremental Revolving CommitmentsFacility”; together with the Incremental Term Loans) (such sum, the Incremental Term Loan Increases and the Incremental Revolving Facilitiesat any such time, the “Incremental FacilitiesAmount”); provided provided, further, that for purposes of any New Loan Commitments established pursuant to this Section 2.25 and Incremental Equivalent Debt incurred pursuant to Section 2.26, (xA) the aggregate principal amount of Borrower may elect to use the Ratio-Based Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal Facility prior to the Permitted Cash- Capped Incremental Amount Facility or the Prepayment Based Incremental Facility, (B) if either the Cash-Capped Incremental Facility or the Prepayment Based Facility are available and the Borrower does not make an election, the Borrower will be deemed to have elected to use the Ratio-Based Incremental Facility and (yC) with respect New Loan Commitments pursuant to Refinancing Revolving Commitments this Section 2.25 and Refinancing Term LoansIncremental Equivalent Debt pursuant to Section 2.26 may be incurred under the Cash-Capped Incremental Facility, the principal amount Ratio-Based Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence under the Cash-Capped Incremental Facility, the Ratio-Based Incremental Facility and the Prepayment-Based Incremental Facility may be utilized in a single transaction by first calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed any amounts utilized pursuant to the principal amount of the Revolving Credit Cash- Capped Incremental Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest Prepayment-Based Incremental Facility) and premium thereon plus other reasonable amounts paid, then calculating the incurrence under the Cash-Capped Incremental Facility and fees and expenses reasonably incurred, in connection with such refinancingthe Prepayment-Based Incremental Facility.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term Loans or add one or more additional tranches of term loans (any such Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one ” or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the Unrestricted Incremental First Lien Amount plus (ii) the amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans effected after the Closing Date (including pursuant to debt buy-backs made by any Parent, the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof, but excluding (A) any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder and (B) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the ABL Facility or other revolving indebtedness)) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans), the First Lien Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed 4.00:1.00 (or, to the extent such Incremental Term Loans are incurred in connection with any Permitted Acquisition or similar Investment not prohibited by the Loan Documents, the First Lien Senior Secured Leverage Ratio for the most recently ended Test Period does not exceed the greater of 4.00:1.00 and the First Lien Senior Secured Leverage Ratio immediately prior to such Permitted Acquisition or permitted Investment) (other than (x) amounts incurred concurrently with the incurrence of Indebtedness incurred in reliance on the Unrestricted Incremental First Lien Amount and/or the Voluntary Prepayment Amount and (y) amounts incurred concurrently or substantially concurrently with respect the incurrence of Indebtedness pursuant to Refinancing Revolving Commitments drawings under the ABL Facility, in which case the First Lien Senior Secured Leverage Ratio may exceed 4.00:1.00, as a result of the incurrence of such amounts, and Refinancing Term Loansit being understood that Incremental Facilities may be incurred pursuant to this clause (iii) prior to utilization of the Unrestricted Incremental First Lien Amount and the Voluntary Prepayment Amount) (this clause (iii), the “Incremental Incurrence Test”). Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount of that is not less than $5,000,000, provided that such Refinancing Revolving Commitments or Refinancing Term Loansamount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, as applicableand be secured on a pari passu basis by the same Collateral securing, does not exceed the principal amount all of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing.Obligations hereunder. -78- #95982248v17

Incremental Credit Extensions. (a) At any time From and after the Escrow Release Date, Borrower may, by written notice to Agent from time to time, subject to request an increase in the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each principal amount of the Lenders)Term B Loans, request to add one or more tranches additional Classes of Term A Loans term loans (the “Incremental Term A Loans”) or any such Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansor additional tranche of term loans, the “Incremental Term Loans”), request an increase in the amount of Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) and/or request one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional new revolving credit facility tranches commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) the aggregate principal amount of Incremental Facilities Incurred under this Section 2.15 after the Escrow Release Date (and excluding, for the avoidance of doubt, any Revolving Credit Commitments incurred pursuant to the Escrow Release Date Incremental Revolving Amendment), together with the aggregate principal amount of all Incremental Equivalent Debt, shall not exceed the Incremental Facility Cap; provided, further, that the Borrower hereby requests an increase in the amount of Revolving Credit Commitments pursuant to an Incremental Amendment to be effective as of the Escrow Release Date (the “Escrow Release Date Incremental Revolving Amendment”), in an aggregate amount of $400,000,000, with such Revolving Credit Commitments having such terms as are set forth herein with respect to the Revolving Credit Commitments as of the Escrow Funding Date, subject to any modifications thereto set forth in the Escrow Release Date Incremental Revolving Amendment as would otherwise be permitted by Section 12.2 (it being understood that, notwithstanding anything in Section 2.15(b) or (c) to the contrary, there shall be no conditions to the effectiveness of such Escrow Release Date Incremental Revolving Amendment other than those set forth in Section 3.2). Any such notice (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal than, for the avoidance of doubt, with respect to the Permitted Revolving Credit Commitment Increase to be effectuated pursuant to the Escrow Release Date Incremental Amount Revolving Amendment) shall set forth (x) the amount of the Incremental Facilities being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000) and (y) with respect the date on which such Incremental Facilities are requested to Refinancing Revolving Commitments and Refinancing Term Loans, become effective (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the principal amount date of such Refinancing Revolving Commitments notice (or Refinancing Term Loans, such longer or shorter periods as applicable, does not exceed the principal amount of the Revolving Credit Facility Agent shall agree)). Borrower may seek Incremental Facilities from existing Lenders or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancingany Additional Lender.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of Term A Loans loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”)) (in each case, one or more additional revolving credit facility tranches including incremental delayed draw term loan facilities (the “Incremental Revolving Delayed Draw Term Loan Facilities”)) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Delayed Draw Term Loan Facilities, the “Incremental Facilities”). Notwithstanding anything to the contrary herein, unlimited Incremental Facilities shall be permitted so long as, after giving Pro Forma Effect to the making of the Incremental Term Loans or the establishment of Incremental Revolving Commitments (assuming that any such Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments, the Net Leverage Ratio does not exceed 0.50:1.00 less than the maximum Net Leverage Ratio permitted by the Financial Covenant in Section 7.10(a) for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(a) or (b) (collectively, the “Incremental Facilities Cap”); provided that (x) the aggregate principal amount of Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first Permitted Alternative Incremental Facilities Debt may be incurred will not exceed an amount equal to under the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, Facilities Cap as selected by the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed the principal amount of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, Borrower in connection with such refinancingits sole discretion.

Incremental Credit Extensions. (ai) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Loan Parties may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B Loans or 2022 Incremental Term Loans of any Class or add one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental any such Term B Loans” and, together with the 2022 Incremental Term A LoansLoans or additional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments under the Revolving Credit Facility (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to (determined at the Permitted Incremental Amount and (y) time of incurrence), together with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the aggregate principal amount of such Refinancing Revolving Commitments or Refinancing Term Loansall Incremental Equivalent Debt and Indebtedness incurred in reliance on Section 7.03(r)(ii)(A), as applicable, does shall not exceed the Incremental Cap. Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and to the extent secured, shall be secured only by (and on an equal or junior priority basis with) the Collateral securing, all of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurredLoan Obligations under this Agreement (provided that, in connection with the case of any Incremental Facility that is funded into Escrow, such refinancingIncremental Facility may be secured by - 109 - the applicable funds and related assets held in Escrow (and the proceeds thereof) until such Incremental Facility is released from Escrow) and shall be subject to an Acceptable Intercreditor Agreement.

Incremental Credit Extensions. (a) At i)At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Loan Parties may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B Loans or 20223 Incremental Term Loans of any Class or add one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental any such Term B Loans” and, together with the 20223 Incremental Term A LoansLoans or additional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments under the Revolving Credit Facility (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to (determined at the Permitted Incremental Amount and (y) time of incurrence), together with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the aggregate principal amount of such Refinancing Revolving Commitments or Refinancing Term Loansall Incremental Equivalent Debt and Indebtedness incurred in reliance on Section 7.03(r)(ii)(A), as applicable, does shall not exceed the Incremental Cap. Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $10,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and to the extent secured, shall be secured only by (and on an equal or junior priority basis with) the Collateral securing, all of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurredLoan Obligations under this Agreement (provided that, in connection with the case of any Incremental Facility that is funded into Escrow, such refinancingIncremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until such Incremental Facility is released from Escrow) and shall be subject to an Acceptable Intercreditor Agreement.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower may, by notice at any time, on one or more occasions pursuant to the Administrative Agent an Incremental Facility Amendment (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to i) add one or more new tranches of term facilities and/or increase the principal amount of the Term A Loans of any existing Class by requesting new term loans commitments to provide such Term Loans (the any such new tranche or increase, an “Incremental Term A Facility” and any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or (ii) add one or Term B Loans more new tranches of incremental revolving facilities and/or increase the aggregate amount of the Revolving Credit Commitments of any existing Class (the any such new tranche or increase, an “Incremental Revolving Facility” and, together with any Incremental Term B Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and, together with the any Incremental Term A Loans, the “Incremental Term Loans”), one in each case, which may be obtained in Dollars or more increases Euros as may be agreed between the Borrower and the lenders providing the applicable Incremental Facility, in an aggregate principal amount not to exceed (x) $150,000,000 (the “Fixed Incremental Amount”) less (i) the aggregate principal amount of all Incremental Equivalent Debt incurred or issued in reliance on the Fixed Incremental Amount (or any Replacement Term Loans or Replacement Revolving Facilities incurred or issued pursuant to Section 9.02(c) in reliance on the Fixed Incremental Amount) and (ii) the aggregate principal amount of “Incremental Loans” and “Incremental Equivalent Debt” (each as defined in the Second Lien Credit Agreement or any equivalent term under any documentation governing any Second Lien Facility) incurred or issued in reliance on the Fixed Incremental Amount (as defined in the Second Lien Credit Agreement (or any equivalent term under any other documentation governing any Second Lien Facility)), or any “Replacement Loans” (as defined in the Second Lien Credit Agreement or any equivalent term under any documentation governing any Second Lien Facility) incurred or issued pursuant to Section 9.02(c) of the Second Lien Credit Agreement (or any similar provision under any documentation governing any Second Lien Facility) in reliance on the “Fixed Incremental Amount” (as defined in the Second Lien Credit Agreement or any equivalent term under any other documentation governing any Second Lien Facility), plus (y) (i) in the case of any Incremental Facility that effectively extends the Maturity Date with respect to any Class of Term Loans or Incremental Revolving Credit Commitments hereunder, an amount equal to the portion of the relevant Class of such Term Loans or Revolving Credit Commitments that will be replaced by such Incremental Facility, (ii) in the “case of an Incremental Term Loan Increases”Facility that effectively replaces any Revolving Credit Commitments terminated under Section 2.18(b), one or more additional revolving credit facility tranches an amount equal to the portion of the relevant terminated Revolving Credit Commitments and (iii) the “Incremental Revolving Facilities”) or one or more increases in amount of any voluntary prepayment of any Term Loans and/or any permanent reduction of the Revolving Credit Commitments (other than in connection with a refinancing or replacement thereof); provided that, in the “case of clause (y)(iii), the relevant prepayment or reduction is not funded or effected with any long-term indebtedness (other than any Revolving Loan or Swingline Loan), plus (z) an unlimited amount so long as, in the case of this clause (z), after giving effect to such Incremental Facility, (i) in the case of any Incremental Facility that is secured by a Lien on the Collateral that is pari passu with the Liens securing the Secured Obligations, the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, would not exceed 3.50:1.00, (ii) in the case of any Incremental Facility that is secured by a Lien on the Collateral that is junior to the Liens securing the Secured Obligations, the Senior Secured Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, would not exceed 4.50:1.00 and (iii) in the case of any Incremental Facility that is unsecured, the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, would not exceed 4.75:1.00 (it being understood that for purposes of clause (z) of this Section 2.22(a), (A) any Incremental Revolving Commitments”; together Facilities shall be deemed to be fully drawn, (B) if the proceeds of the relevant Incremental Facility will be applied to finance an acquisition or other Investments permitted under this Agreement, compliance with the Incremental Term LoansFirst Lien Leverage Ratio, the Senior Secured Leverage Ratio or the Total Leverage Ratio, as applicable, will be determined as of the date of the execution of the definitive agreement with respect thereto for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, and (C) the Cash proceeds of the relevant Incremental Term Loan Increases Facility or Incremental Equivalent Debt shall be excluded in calculating the Unrestricted Cash Amount used in determining the First Lien Leverage Ratio, the Senior Secured Leverage Ratio or the Total Leverage Ratio, as applicable) (the amounts described in clauses (x) and the Incremental Revolving Facilities(z) above, the “Incremental FacilitiesCap”); provided that (x) the aggregate principal amount of Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed the principal amount of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing.that:

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B-2 Loans or add one or more additional tranches of term loans (any such Term A B-2 Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments under any Revolving Credit Facility (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); , provided that (x) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to (determined at the Permitted Incremental Amount and (y) time of incurrence), together with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the aggregate principal amount of such Refinancing Revolving Commitments or Refinancing Term Loansall Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt, as applicable, does shall not exceed the principal sum of (i) $2,225,000,000 plus (ii) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Facility or Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any such refinancingIncremental Revolving Credit Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments), the First Lien Senior Secured Leverage Ratio shall not exceed 4.75:1.00 (other than to the extent such Incremental Facilities, Permitted Credit Facilities Acquisition Debt and/or Permitted Alternative Incremental Facilities Debt is incurred pursuant to this clause (iii) concurrently with the incurrence of Incremental Facilities, Permitted Credit Facilities Acquisition Debt and/or Permitted Alternative Incremental Facilities Debt in reliance on clause (i) above, in which case the First Lien Senior Secured Leverage Ratio shall be permitted to exceed 4.75:1.00 to the extent of such Incremental Facilities, Permitted Credit Facilities Acquisition Debt and/or Permitted Alternative Incremental Facilities Debt incurred in reliance on such clause (i)); provided, for the avoidance of doubt, that Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt may be incurred pursuant to this clause (iii) prior to utilization of the amount set forth in clause (i) above. Each Incremental Facility shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $50,000,000 in case of Incremental Term Loans or $25,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of the other Obligations under this Agreement.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of Term term A Loans loans (the “Incremental Term A Loans”) or Term term B Loans loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, loans (the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities incurred after the Amendment No. 3 Effective Date (other than Refinancing Revolving Commitments Term Loans and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will Revolving Commitments), shall not exceed an amount equal to the Permitted Incremental Amount and greater of (i) the sum of (x) $200,000,000 plus (y) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the ClosingAmendment No. 3 Effective Date (it being understood that any prepayment of Term Loans with respect to Refinancing the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (y)) and (ii) an unlimited amount so long as, after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Facilities or Incremental Revolving Commitments are drawn in full and Refinancing Term Loansexcluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments, the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, First Lien Net Leverage Ratio does not exceed the principal amount of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal applicable ratio for such test period set forth below under Section 7.10 (and references therein to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing“Net Leverage Ratio” shall be deemed to be “First Lien Net Leverage Ratio” for this purpose).

Incremental Credit Extensions. (abl) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B-3 Loans or add one or more additional tranches of term loans (any such Term A B-3 Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt, shall not exceed an amount equal to the Permitted Incremental Amount sum of (i) the greater of (x) $1,900,000,000 and (y) with respect Consolidated EBITDA for the most recently ended Test Period prior to Refinancing Revolving Commitments and Refinancing Term Loans, such date plus (ii) the principal amount of such Refinancing Revolving Commitments or Refinancing any voluntary prepayments of the Term Loans, as applicable, does not exceed the principal amount Loans and voluntary permanent reductions of the Revolving Credit Facility or Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any such refinancingIncremental Revolving Credit Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments), the First Lien Senior Secured Leverage Ratio shall not exceed 4.50:1.00; provided, for the avoidance of doubt, that Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt may be incurred pursuant to this clause (iii) prior to utilization of the amount set forth in clause (i) above. Each Incremental Facility shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $25,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of the other Obligations under this Agreement.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more tranches of Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments of any Class (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments”; ). Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Revolving Commitments (other than Refinancing Revolving Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Incremental Term LoansEquivalent Debt, shall not exceed (i) the Unrestricted Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) First Lien Amount minus the aggregate principal amount of Incremental Facilities Term Loans and Incremental Equivalent Debt (other than Refinancing in each case as defined in the Term Loan Credit Agreement) incurred on or prior to the date of the incurrence of any such Incremental Revolving Commitments and Refinancing Term Loans) in reliance on any date Indebtedness thereunder is first incurred will not exceed an amount equal to the Permitted Unrestricted Incremental Amount and (yas defined in the Term Loan Credit Agreement) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, plus (3) the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed the principal amount any voluntary permanent reductions of the Revolving Credit Facility or Term Commitments effected after the Closing Date and voluntary prepayments of other Indebtedness secured on a pari passu basis with the Revolving Credit Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, (excluding (b) any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder and (c) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the Revolving Credit Facility and other revolving Indebtedness, in each case without a substantially concurrent permanent commitment reduction)) (this clause ‎(ii), the “Voluntary Prepayment Amount”) plus (4) unlimited additional Incremental Revolving Commitments and Incremental Equivalent Debt so long as, after giving Pro Forma Effect thereto and after giving effect to any Permitted Acquisition or permitted Investment consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such refinancing.Incremental Revolving Commitments or Incremental Equivalent Debt, as the case may be), the First Lien Leverage Ratio for the most recently ended Test Period does not exceed (x) 3.752.05:1.00 or (y) if such Incremental Revolving Commitments are made in connection with a Permitted Acquisition or any other similar Investment not prohibited hereunder, the First Lien Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) immediately prior to the consummation of such Permitted Acquisition or other 114 #95488248v20

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of any Class of Term Loans or add one or more additional tranches of any Class of term loans (any such Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt, shall not exceed an the sum of (i) $750,000,000 plus (ii) the amount equal of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments (including Discounted Voluntary Prepayments limited to the Permitted Incremental Amount cash amount paid) effected after the Closing Date (it being understood that (x) any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder and (y) any prepayment of Term Loans or any reduction of Revolving Credit Commitments funded with proceeds from Incremental Facilities incurred pursuant to clause (iv) below, in the case of each of (x) and (y) shall not increase the calculation of the amount under this clause (ii)) plus (iii) the cash amount paid in respect to Refinancing Revolving Commitments and Refinancing Term Loans, of any reduction in the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed the outstanding principal amount of the outstanding Loans or any Incremental Facility resulting from assignments to (and purchase by) any Borrower, excluding any reduction funded with proceeds from Incremental Facilities incurred pursuant to clause (iv) below plus (iv) unlimited additional Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Credit Facility or Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans so refinanced except by or Incremental Revolving Credit Commitments), the First Lien Senior Secured Leverage Ratio shall not exceed 3.50:1.00; provided, for the avoidance of doubt, that Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt may be incurred pursuant to this clause (iv) prior to utilization of the amount set forth in clause (i) above. Each Incremental Facility shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paidthat is not less than $25,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and fees and expenses reasonably incurredbe secured on a pari passu basis by the same Collateral securing, in connection with such refinancingall of the other Obligations under this Agreement.

Incremental Credit Extensions. (a) At Subject to Section 2.14(f), (including the priorities applicable to the Priority Payment Obligations), at any time and from time to time, subject to the terms and conditions set forth herein, the Borrower or any Subsidiary Guarantor may, by written notice to the Administrative Agent Agents and the Term Representative (whereupon the Administrative Agent Agents shall promptly deliver a copy to each of the Lenders), request to increase the amount of any Class of Initial Term Loans or add one or more additional tranches of term loans (any such Initial Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the “Incremental Facilities”). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loan Loans and Refinancing Revolving Credit Commitments and, to the extent constituting Priority Payment Obligations, Additional Revolving Credit Commitments, Revolving Credit Commitment Increases and the Incremental Revolving FacilitiesCredit Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the greater of (x) $45.0 million and (y) 75.0% of LTM EBITDA (such amount, the “Incremental FacilitiesStarter Amount”) plus (ii) (I) the aggregate amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans and any other Indebtedness (in the case of such other Indebtedness, to the extent such Indebtedness is (x) secured on a pari passu basis with respect to security with the Obligations, (y) secured on a junior lien basis with the Obligations or (z) unsecured, and solely to the extent it was, in the case of clause (y) or (z), originally incurred pursuant to the Unrestricted Incremental Amount), payments made pursuant to Section 3.06(a) (to the extent such Indebtedness is retired rather than assigned) and voluntary permanent reductions of the Revolving Credit Commitments effected after the Closing Date (in each case, including pursuant to debt buy-backs made by Holdings or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the principal amount thereof, but excluding (A) any prepayment with the proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the Revolving Credit Facility and other revolving Indebtedness, in each case without a substantially concurrent permanent commitment reduction)) and (II) in the case of an Incremental Facility (that is being incurred using the Unrestricted Incremental Amount) that serves to effectively extend the maturity of the Initial Term Loans, the Revolving Credit Facility and/or any other Incremental Facility, an amount equal to the portion of the Initial Term Loans, the Revolving Credit Facility and/or any other Incremental Facilities to be replaced with such Incremental Facility (such amount under this clause (ii), the “Voluntary Prepayment Amount” and, together with the Incremental Starter Amount, the “Incremental Starter Basket,” the “Unrestricted Incremental Amount”) plus (iii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving pro forma effect thereto and after giving effect to any Permitted Investment consummated in connection therewith, any indebtedness repaid with the proceeds thereof and any other acquisition, disposition, debt incurrence, debt retirement and other appropriate pro forma adjustments and all other appropriate pro forma adjustments (but excluding the cash proceeds of any such Incremental Facilities and Permitted Alternative Incremental Facilities Debt and without giving effect to any amount incurred simultaneously under (x) the Unrestricted Incremental Amount, (y) any other fixed dollar incurrence basket or (z) the Revolving Credit Facility) (and, in each case, for the avoidance of doubt, for purposes of calculating the Interest Coverage Ratio, without giving effect to any interest expense attributable to any such Indebtedness in connection therewith), (A) if such Incremental Facility is secured by a Lien on the Collateral that is pari passu with the Liens securing the Initial Term Loans, the Consolidated First Lien Secured Leverage Ratio for the most recently ended Test Period does not exceed 5.75:1.00, (B) if such Incremental Facility is secured by a Lien on the Collateral that is junior to the Liens securing the Initial Term Loans, the Consolidated Total Senior Secured Leverage Ratio for the most recently ended Test Period does not exceed 6.25:1.00 or (C) if such Incremental Facility is unsecured, the Consolidated Total Leverage Ratio for the most recently ended Test Period does not exceed 6.25:1.00 (this clause (iii), the “Incremental Incurrence Test”); provided that (x) Incremental Facilities may be incurred pursuant to this clause (iii) prior to utilization of the Unrestricted Incremental Amount, (y) assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Credit Commitments and/or any Permitted Alternative Incremental Facilities Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness and (z) any Indebtedness originally incurred under the Unrestricted Incremental Amount shall be automatically and immediately (without duplication) reclassified (unless the Borrower otherwise elects from time to time) as having been incurred under this clause (iii), at any time the Borrower would be permitted to incur under this clause (iii) the aggregate principal amount of the Indebtedness being so reclassified (for purposes of clarity, with any such reclassification having the effect of increasing the Borrower’s ability to incur Indebtedness under the Unrestricted Incremental Amount on and after the date of such reclassification by the amount of Indebtedness so re-designated). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities constituting Priority Payment Obligations in the form of Additional Revolving Credit Commitments, Revolving Credit Commitment Increases and Incremental Revolving Credit Commitments) (other than Refinancing Revolving Commitments and Refinancing Term Loansdetermined at the time of incurrence) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does shall not exceed the principal amount of the Initial Revolving Credit Facility or Cap. Each Incremental Facility shall be in an integral multiple of $1.0 million and be in an aggregate principal amount that is not less than $5.0 million in case of Incremental Term Loans so refinanced except by an or $5.0 million in case of Incremental Revolving Credit Commitments, provided that such amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with may be less than the applicable minimum amount if such refinancingamount represents all the remaining availability hereunder as set forth above.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (1) to increase the amount of Tranche A Term Loans or add one or more additional tranches of “term a” loans (any such Tranche A Term A Loans (Loans, or additional tranche of “term a” loans, the “Incremental Term A Loans”), (2) to increase the amount of Tranche B Term Loans or add one or more additional tranches of “term b” loans (any such Tranche B Term B Loans (Loans, or additional tranche of “term b” loans, the “Incremental Term B Loans” and, and together with the Incremental Term A Loans, collectively, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans and/or (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”3) or one or more increases in the Revolving Credit Commitments of any Class (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Commitments) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Incremental Equivalent Debt, shall not exceed (i) the Unrestricted Incremental Amount, plus (ii) the amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans or any other Indebtedness secured on a pari passu basis with the Initial Tranche A Term Loans and Initial Tranche B Term Loans (and, in the case of any revolving facility, to the extent accompanied by a permanent reduction of the relevant commitment) and voluntary permanent reductions of the Revolving Credit Commitments effected after the Acquisition Closing Date (including pursuant to debt buy-backs made by the Parent Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the Permitted Incremental Amount discounted amount actually paid in cash in respect thereof), but excluding (A) any prepayment with the proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder and (yC) prepayments with respect the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the Revolving Credit Facility and other revolving Indebtedness, in each case without a substantially concurrent permanent commitment reduction) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) unlimited additional Incremental Facilities and Incremental Equivalent Debt so long as, after giving Pro Forma Effect thereto and after giving effect to Refinancing Revolving Commitments any Permitted Acquisition or permitted Investment consummated in connection therewith and Refinancing all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Facilities or Incremental Equivalent Debt, as the case may be), (A) if such Incremental Facility is secured by a Lien on the Collateral that is pari passu with the Liens securing the Initial Tranche A Term Loans and the Initial Tranche B Term Loans, the principal amount of First Lien Leverage Ratio for the most recently ended Test Period does not exceed 3.66:1.00 (or, to the extent such Refinancing Revolving Commitments Incremental Facility is incurred in connection with any Permitted Acquisition or Refinancing Term Loanssimilar Investment not prohibited by the Loan Documents, as applicable, the First Lien Leverage Ratio for the most recently ended Test Period does not exceed the principal amount greater of 3.66:1.00 and the Revolving Credit First Lien Leverage Ratio immediately prior to such Permitted Acquisition or permitted Investment), (B) if such Incremental Facility or is secured by a Lien on the Collateral that is junior to the Liens securing the Initial Tranche A Term Loans so refinanced except by an amount equal and the Initial Tranche B Term Loans, the Secured Leverage Ratio for the most recently ended Test Period does not exceed 4.16:1.00 (or, to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, the extent such Incremental Facility is incurred in connection with any Permitted Acquisition or similar Investment not prohibited by the Loan Documents, the Secured Leverage Ratio for the most recently ended Test Period does not exceed the greater of 4.16:1.00 and the Secured Leverage Ratio immediately prior to such refinancingPermitted Acquisition or permitted Investment) or (C) if such Incremental Facility is unsecured or secured only by Liens on assets that do not constitute Collateral, the Total Leverage Ratio for the most recently ended Test Period does not exceed 5.30:1.00 (or, to the extent such Incremental Facility is incurred in connection with any Permitted Acquisition or similar Investment not prohibited by the Loan Documents, the Total Leverage Ratio for the most recently ended Test Period does not exceed the greater of 5.30:1.00 and the Total Leverage Ratio immediately prior to such Permitted Acquisition or permitted Investment), it being understood and agreed that Incremental Facilities may be incurred pursuant to this clause (iii) prior to utilization of the Unrestricted Incremental Amount and the Voluntary Prepayment Amount and assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Commitments and/or any Incremental Equivalent Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (iii), the “Incremental Incurrence Test”). Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000 in case of Incremental Term Loans or $1,000,000 in case of Incremental Revolving Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility (i) shall, if guaranteed, be guaranteed by the Guarantors that guarantee the other Obligations hereunder and (ii) if secured, will be secured by a Lien on the Collateral securing all of the other Obligations hereunder; provided that in the case of any Incremental Facility that is funded into Escrow pursuant to customary escrow arrangements, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until the time of the release from Escrow of such funds.

Incremental Credit Extensions. (ai) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower or any Guarantor may, by notice to the Administrative Agent or the Revolver Agent, as applicable (whereupon the Administrative Agent or the Revolver Agent, as applicable, shall promptly deliver a copy to each of the Lenders), request to increase the amount of any Class of Initial Term Loans or add one or more additional tranches of term loans (any such Initial Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) and/or establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed (i) prior to the Conversion Date, $1,375,000,000 and (ii) after the Conversion Date, the greater of (y) $1,375,000,000 and (z) 50% of LTM EBITDA (such amount in clauses (i) and (ii) the “Unrestricted Incremental Amount”) plus (iii) the amount of any voluntary prepayments, redemptions, repurchases or other retirements of the Term Loans and any other Indebtedness (in the case of such other Indebtedness, to the extent such Indebtedness is (x) secured on a pari passu basis with respect to security with the Secured Obligations, (y) secured on a junior lien basis with the Secured Obligations or (z) unsecured, and so long as it was, in the case of clause (y) or (z), originally incurred under the Unrestricted Incremental Amount), payments made pursuant to Section 3.06(a) and voluntary permanent reductions of revolving commitments secured on a pari passu basis with respect to security with the Secured Obligations, which reductions are effected after the Closing Date (including pursuant to debt buy-backs made by the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof, but excluding (A) any prepayment with the proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of revolving commitments in connection with a substantially concurrent issuance of new revolving commitments thereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the Revolving Credit Facility and other revolving Indebtedness, in each case without a substantially concurrent permanent commitment reduction)) (this clause (iii), the “Voluntary Prepayment Amount”) plus (iv) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving pro forma effect thereto and after giving effect to any Permitted Investment consummated in connection therewith and all other appropriate pro forma adjustments (but excluding the cash proceeds of any such Incremental Facilities and without giving effect to any amount incurred simultaneously under (x) the Unrestricted Incremental Amount and or the Voluntary Prepayment Amount or (y) the Revolving Credit Facility), (A) if such Incremental Facility is secured by a Lien on the Collateral that is pari passu with respect to Refinancing Revolving Commitments and Refinancing the Liens securing the Initial Term Loans, the principal amount of Consolidated First Lien Secured Leverage Ratio for the most recently ended Test Period does not exceed 1.35:1.00, (B) if such Refinancing Revolving Commitments or Refinancing Incremental Facility is secured by a Lien on the Collateral that is junior to the Liens securing the Initial Term Loans, as applicableis secured by assets not constituting Collateral or is unsecured, the Consolidated Total Leverage Ratio for the most recently ended Test Period does not exceed either (1) 3.04.00:1.00 or (2) with the written consent of the Required Revolving Credit Lenders (and for the avoidance of doubt, without the need for the consent of any other Lender), 4.50:1.00; provided that Incremental Facilities may be incurred pursuant to this clause (iv) prior to utilization of the Unrestricted Incremental Amount and the Voluntary Prepayment Amount and assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Credit Commitments and/or any Permitted Alternative Incremental Facilities Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (iv), the “Incremental Incurrence Test”). Each Incremental Facility shall be in an integral multiple of $1.0 million and be in an aggregate principal amount that is not less than $5.0 million in case of the Incremental Term Loans or $5.0 million in case of Incremental Revolving Credit Facility or Term Loans so refinanced except by an Commitments, provided that such amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with may be less than the applicable minimum amount if such refinancingamount represents all the remaining availability hereunder as set forth above.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to (x) increase the amount of Term Loans (other than Term B-2 Term Loans) or add one or more additional tranches of term loans (any such Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one ) or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), y) add one or more additional tranches of revolving credit facility tranches commitments (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (any such revolving credit commitments, the “Incremental Revolving Commitments” and, any loans made thereunder, the “Incremental Revolving Loans”; , together with the Incremental Term Loans, the “Incremental Facilities”). Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Loans) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the Unrestricted Incremental First #95787455v10 Lien Amount plus (ii) the amount of any voluntary prepayments, repurchases, redemptions or other retirements effected after the Closing Date (including pursuant to debt buy-backs made by the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof) of Term Loan Increases and the Loans, Incremental Revolving FacilitiesLoans and Permitted Alternative Incremental Facilities Debt, in each case solely to the extent (x) such Indebtedness is secured on a pari passu basis with the Initial Term Loans and (y) accompanied by permanent commitment reductions if such Indebtedness is revolving in nature, but in each excluding any such prepayments, repurchases, redemptions or other retirements made with the proceeds of substantially concurrent borrowings of new Loans hereunder or with the proceeds of substantially concurrent incurrences of other long term Indebtedness (other than borrowings under the ABL Facility or other revolving indebtedness)) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as (A) if such Indebtedness is secured by any Liens on the Collateral (other than Liens that are junior to the Liens securing the Obligations), the Consolidated First Lien Net Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) as of the last day of the most recently ended Test Period is not greater than 3.75:1.00, (B) if such Indebtedness is secured by a Lien on the Collateral that is junior to the Liens securing the Obligations, the Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) as of the last day of the most recently ended Test Period is not greater than 3.75:1.00 and (C) if such Indebtedness is unsecured, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) as of the last day of the most recently ended Test Period is not greater than 3.75:1.00 (this clause (iii), the “Incremental FacilitiesIncurrence Test”); provided that (xi) for purposes of calculating any ratio under the aggregate principal Incremental Incurrence Test, the full committed amount of any Incremental Facility or Permitted Alternative Incremental Facilities Debt, in each case then being incurred, shall be treated as being outstanding, (other than Refinancing Revolving Commitments ii) if Indebtedness incurred in reliance on the Incremental Incurrence Test is incurred concurrently with Indebtedness incurred in reliance on the Unrestricted Incremental First Lien Amount and/or the Voluntary Prepayment Amount, the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, may exceed 3.75:1.00, 3.75:1.00 and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal 3.75:1.00, respectively, solely to the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, extent of the principal amount of Indebtedness being incurred concurrently in reliance on the Unrestricted Incremental First Lien Amount and/or the Voluntary Prepayment Amount and (iii) Incremental Facilities may be incurred pursuant to the Incremental Incurrence Test prior to utilization of the Unrestricted Incremental First Lien Amount and the Voluntary Prepayment Amount. Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000, provided that such Refinancing Revolving Commitments amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall rank pari passu or Refinancing junior in right of payment to the Initial Term Loans. To the extent such Incremental Facility is guaranteed or secured, as applicable, does each such Incremental Facility shall not exceed be incurred or guaranteed by any Person that is not a Loan Party and shall not be secured by any assets that do not constitute Collateral and shall be subject to an Applicable Intercreditor Agreement. The Borrower shall be the principal amount of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancingborrower under any Incremental Facility.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities incurred after the Amendment No. 4 Effective Date (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Commitments) on any date Indebtedness thereunder is first incurred will (determined as the time of incurrence), together with the aggregate principal amount of all Alternative Incremental Facilities Debt, shall not exceed an amount equal to the Permitted Incremental Amount and sum of (x) $250,000,000 plus (y) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Amendment No. 4 Effective Date (it being understood that any prepayment of Term Loans with respect to Refinancing the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (y)) plus (z) an additional unlimited amount of Incremental Facilities and Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any such Incremental Revolving Facilities or Incremental Revolving Commitments are drawn in full and Refinancing Term Loansexcluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments, the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, First Lien Net Leverage Ratio does not exceed the principal amount ratio for the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or (b) set forth in clause (x) (whether or not clause (y) of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal Section 7.10 would otherwise apply in determining such ratio) of Section 7.10 (and references therein to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing“Net Leverage Ratio” shall be deemed to be “First Lien Net Leverage Ratio” for this purpose).

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B-34 Loans or add one or more additional tranches of term loans (any such Term A B-34 Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt, shall not exceed an amount equal to the Permitted Incremental Amount sum of (i) the greater of (x) $1,900,000,000 and (y) with respect Consolidated EBITDA for the most recently ended Test Period prior to Refinancing Revolving Commitments and Refinancing Term Loans, such date plus (ii) the principal amount of such Refinancing Revolving Commitments or Refinancing any voluntary prepayments of the Term Loans, as applicable, does not exceed the principal amount Loans and voluntary permanent reductions of the Revolving Credit Facility or Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any such refinancingIncremental Revolving Credit Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments), the First Lien Senior Secured Leverage Ratio shall not exceed 4.50:1.00; provided, for the avoidance of doubt, that Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt may be incurred pursuant to this clause (iii) prior to utilization of the amount set forth in clause (i) above. Each Incremental Facility shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $25,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of the other Obligations under this Agreement.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B-2 Loans or add one or more additional tranches of term loans (any such Term A B-2 Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt, shall not exceed an amount equal to the Permitted Incremental Amount sum of (i) the greater of (x) $1,600,000,000 and (y) with respect Consolidated EBITDA for the most recently ended Test Period prior to Refinancing Revolving Commitments and Refinancing Term Loans, such date plus (ii) the principal amount of such Refinancing Revolving Commitments or Refinancing any voluntary prepayments of the Term Loans, as applicable, does not exceed the principal amount Loans and voluntary permanent reductions of the Revolving Credit Facility or Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any such refinancingIncremental Revolving Credit Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments), the First Lien Senior Secured Leverage Ratio shall not exceed 4.00:1.00; provided, for the avoidance of doubt, that Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt may be incurred pursuant to this clause (iii) prior to utilization of the amount set forth in clause (i) above. Each Incremental Facility shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $25,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of the other Obligations under this Agreement.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); , provided that (x) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will Revolving Commitments), together with the aggregate principal amount of all Permitted First Lien Secured Debt and Permitted Alternative Incremental Facilities Debt, shall not exceed an amount equal to the Permitted Incremental Amount and sum of (x) $350,000,000 plus (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount of such Refinancing Revolving Commitments or Refinancing any voluntary prepayments of the Term Loans, as applicable, does not exceed the principal amount Loans and voluntary permanent reductions of the Revolving Credit Facility or Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (y)); provided that (i) the Borrowers may incur unlimited additional Incremental Facilities, Permitted First Lien Secured Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any such refinancingIncremental Revolving Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments, the First Lien Senior Secured Leverage Ratio shall not exceed 3.25:1.00 (other than to the extent such Incremental Facilities, Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt is incurred pursuant to this proviso concurrently with the incurrence of Incremental Facilities, Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt in reliance on clause (x) above, in which case the First Lien Senior Secured Leverage Ratio shall be permitted to exceed 3.25:1.00 to the extent of such Incremental Facilities, Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt is incurred in reliance on such clause (x)) and (ii) for the avoidance of doubt, Incremental Facilities, Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt may be incurred pursuant to clause (i) of this proviso prior to utilization of the amount set forth in clause (x) above.1.00. Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $15,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder.

Incremental Credit Extensions. (a) At The Borrower may at any time and or from time to time, subject to time after the terms and conditions set forth herein, the Borrower mayClosing Date (on one or more occasions), by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), without having to seek consent from the Lenders, request to add (a) one or more increases of the Tranche B Term Loans or one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) each such increase or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche, the “Incremental Tranche B Term Loans”), (b) one or more increases in any the amount of an existing Class of Term Loans or Incremental Term Loans Revolving Commitments (the each such increase, a “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving FacilitiesCommitment Increase”) or one or more increases in the Revolving Credit Commitments additional Tranches of revolving commitments (the each, an “Incremental Revolving CommitmentsFacility”; together with the ) and (c) in lieu of Incremental Tranche B Term Loans, the any Incremental Revolving Facility and/or Revolving Commitments Increases, issue pari passu or junior secured loans or notes (“Secured Incremental Notes”) and/or unsecured loans or notes (“Unsecured Incremental Notes” and together with any Secured Incremental Notes, “Incremental Equivalent Debt”), and Incremental Equivalent Debt, together with any Incremental Tranche B Term Loan Increases Loans, any Incremental Revolving Facility and any Revolving Commitment Increase, referred to herein as a “Credit Increase”) or any combination thereof in an aggregate amount not to exceed (x) with respect to the Incremental Revolving FacilitiesFacilities only, $25,000,000, plus (y) an unlimited amount; provided that solely with respect to clause (y), the “Consolidated Secured Gross Leverage Ratio (determined on a Pro Forma Basis after giving effect to such Credit Increase and any contemplated use of the proceeds thereof, including any prepayment of Indebtedness and any potential Acquisition or Investment in connection therewith, but assuming, solely for purposes of such calculation under this Section 2.25 and for the definition of Additional Term Notes in the case of clause (3) below and not for any other purpose hereunder at the time of incurrence thereof (1) that a borrowing of the maximum amount of Incremental Facilities”Revolving Loans and/or Revolving Loans available thereunder after giving effect to such Incremental Revolving Facility and/or Revolving Commitment Increase and (2) that all Indebtedness under such Credit Increases is secured) shall not exceed 3.40:1.00; provided, however, that at the option of the Borrower, any such unfunded Credit Increase may instead be tested at the time of the initial funding thereof in lieu of testing at the time of entering into such unfunded commitment plus (z) the amount of any voluntary prepayments of Term Loans and voluntary reductions of Revolving Commitment to the extent such voluntary prepayment or voluntary reduction is not funded with long term Indebtedness (including, for the avoidance of doubt, the proceeds of any Credit Increase); provided further that upon the effectiveness of any Incremental Facility Amendment referred to below, no Event of Default shall exist and at the time that any such Credit Increase is made (and immediately after giving effect thereto), provided that if such Credit Increase is executed in connection with a Permitted Acquisition or other permitted Investment, at the option of the lenders providing such Credit Increase, the documentation relating thereto may modify such restrictions consistent with customary “SunGard” provisions; provided, further, that for the avoidance of doubt, the Incremental Tranche B Term Loans, Revolving Commitment Increase and Incremental Equivalent Debt may be incurred pursuant to clause (y) prior to the utilization of any amounts under clause (x) or (z) above even if incurred substantially contemporaneously therewith and the amounts incurred or deemed incurred pursuant to clauses (x) or (z) substantially simultaneously with an incurrence pursuant to such clause (y) shall not be included in the calculation of such clause (y); provided further that any such Indebtedness incurred pursuant to clause (x) and (z) above is hereinafter referred to as the “Unrestricted Incremental Indebtedness”; it being understood and agreed that (xI) the Borrower shall designate any such Indebtedness as Unrestricted Incremental Indebtedness on or prior to the date of such incurrence by notice to the Administrative Agent and (II) the Borrower may redesignate any such Indebtedness originally designated as Unrestricted Incremental Indebtedness as being incurred pursuant to such clause (y) if, at the time of such redesignation, the Borrower would be permitted to incur under this Section 2.25(a) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur Unrestricted Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any Indebtedness as of the date Indebtedness thereunder is first incurred will not exceed an amount equal to of such redesignation by the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed the principal amount of the Revolving Credit Facility or Term Loans Indebtedness so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancingredesignated).

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term Loans or add one or more additional tranches of term loans (any such Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments of any Class (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Revolving Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the Unrestricted Incremental Amount, plus (ii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto and after giving Pro Forma Effect to any Permitted Acquisition and any other Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Facilities), (A) in the case of any Incremental Facility or Permitted Alternative Incremental Facilities Debt secured by Liens on Collateral that are pari passu with the Liens securing the Initial Term Loans) on any date Indebtedness thereunder is first incurred will , the First Lien Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed an amount equal to (1) 3.20:1.00 or (2) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Amount Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (x) 3.20:1.00 and (y) with respect the First Lien Senior Secured Leverage Ratio immediately prior to Refinancing Revolving Commitments the incurrence of such Incremental Facility or Permitted Alternative Incremental Facilities Debt and Refinancing related transactions, (B) in the case of any Incremental Facility or Permitted Alternative Incremental Facilities Debt secured by Liens on Collateral that are junior to the Liens securing the Initial Term Loans, the Total Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed (1) 4.00:1.00 or (2) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (x) 4.00 to 1.00 and (y) the Total Senior Secured Leverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions and (C) in the case of any Incremental Facility or Permitted Alternative Incremental Facilities Debt that is unsecured or is secured solely by assets that do not constitute Collateral, either (I) the Total Leverage Ratio for the most recently ended Test Period shall not exceed (x) 4.25:1.00 or (y) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (1) 4.25 to 1.00 or (2) the Total Leverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions or (II) the Interest Coverage Ratio is not less than either (x) 2.00 to 1.00 or (y) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the lesser of (1) 2.00 to 1.00 or (2) the Interest Coverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions; provided, however, that notwithstanding the foregoing the aggregate principal amount of such all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments or Refinancing Term LoansCommitments) (determined at the time of incurrence), as applicable, does not exceed together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, in each case, incurred under this clause (C) that is secured by assets that do not constitute Collateral, shall not exceed $25,000,000 (it being understood that Incremental Facilities may be incurred pursuant to this clause (ii) prior to utilization of the Unrestricted Incremental Amount and in all respects subject to Section 1.09(b)) and assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Credit Commitments and/or any Permitted Alternative Incremental Facilities Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (ii), the “Incremental Incurrence Test” and, together with the Unrestricted Incremental Amount, the “Maximum Incremental Facilities Amount”). Each Incremental Facility or shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000 in case of Incremental Term Loans so refinanced except by an or $1,000,000 in case of Incremental Revolving Commitments, provided that such amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with may be less than the applicable minimum amount if such refinancingamount represents all the remaining availability hereunder as set forth above.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to (x) increase the amount of Term Loans (other than Term B-2 Term Loans) or add one or more additional tranches of term loans (any such Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one ) or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), y) add one or more additional tranches of revolving credit facility tranches commitments (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (any such revolving credit commitments, the “Incremental Revolving Commitments” and, any loans made thereunder, the “Incremental Revolving Loans”; , together with the Incremental Term Loans, the “Incremental Facilities”). Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Loans) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the Unrestricted Incremental First Lien Amount plus (ii) the amount of any voluntary prepayments, repurchases, redemptions or other retirements effected after the ClosingAmendment No. 4 Effective Date (including pursuant to debt buy-backs made by the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof) of Term Loan Increases and the Loans, Incremental Revolving FacilitiesLoans and Permitted Alternative Incremental Facilities Debt, in each case solely to the extent (x) such Indebtedness is secured on a pari passu basis with the Initial2024 Term Loans and (y) accompanied by permanent commitment reductions if such Indebtedness is revolving in nature, but in each excluding any such prepayments, repurchases, redemptions or other retirements made with the proceeds of substantially concurrent borrowings of new Loans hereunder or with the proceeds of substantially concurrent incurrences of other long term Indebtedness (other than borrowings under the ABL Facility or other revolving indebtedness)) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as (A) if such Indebtedness is secured by any Liens on the Collateral (other than Liens that are junior to the Liens securing the Obligations), the Consolidated First Lien Net Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) as of the last day of the most recently ended Test Period is not greater than 3.753.50:1.00, (B) if such Indebtedness is secured by a Lien on the Collateral that is junior to the Liens securing the Obligations, the Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) as of the last day of the most recently ended Test Period is not greater than 3.754.50:1.00 and (C) if such Indebtedness is unsecured, at the Borrower’s option, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) as of the last day of the most recently ended Test Period is not greater than 3.754.50:1.00 (this clause (iii), the “Incremental FacilitiesIncurrence Test”); provided that (xi) for purposes of calculating any ratio under the aggregate principal Incremental Incurrence Test, the full committed amount of any Incremental Facility or Permitted Alternative Incremental Facilities Debt, in each case then being incurred, shall be treated as being outstanding, (other than Refinancing Revolving Commitments ii) if Indebtedness incurred in reliance on the Incremental Incurrence Test is incurred concurrently with Indebtedness incurred in reliance on the Unrestricted Incremental First Lien Amount and/or the Voluntary Prepayment Amount, the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, may exceed 3.753.50:1.00, 3.754.50:1.00 and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal 3.754.50:1.00, respectively, solely to the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, extent of the principal amount of Indebtedness being incurred #98202018v27 concurrently in reliance on the Unrestricted Incremental First Lien Amount and/or the Voluntary Prepayment Amount and (iii) Incremental Facilities may be incurred pursuant to the Incremental Incurrence Test prior to utilization of the Unrestricted Incremental First Lien Amount and the Voluntary Prepayment Amount. Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000,; provided that such Refinancing Revolving Commitments amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall rank pari passu or Refinancing junior in right of payment to the Initial2024 Term Loans. To the extent such Incremental Facility is guaranteed or secured, as applicable, does each such Incremental Facility shall not exceed be incurred or guaranteed by any Person that is not a Loan Party and shall not be secured by any assets that do not constitute Collateral and shall be subject to an Applicable Intercreditor Agreement. The Borrower shall be the principal amount of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancingborrower under any Incremental Facility.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the The Borrower may, by notice at any time, on one or more occasions deliver a written request to the Administrative Agent to (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to i) add one or more new tranches of term facilities and/or increase the principal amount of the Term A Loans or any Additional Term Loans by requesting new term loans commitments to be added to such Loans (the any such new tranche or increase, an “Incremental Term A Facility” and any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or (ii) add one or Term B Loans more new tranches of incremental “cash-flow” revolving credit facilities and/or increase the principal amount of any such tranche of incremental “cash-flow” revolving credit facilities (the each, an “Incremental Revolving Facility” and, together with any Incremental Term B Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental FacilitiesLoans”); provided that ) in an aggregate principal amount not to exceed (x) $100,000,000 (the “Fixed Dollar Incremental Amount”) less the aggregate principal amount of all Incremental Facilities Equivalent Debt incurred or issued in reliance on the Fixed Dollar Incremental Amount, plus (y) in the case of any Incremental Facility that effectively extends the Maturity Date or any other than Refinancing Revolving Commitments and Refinancing Term Loans) on maturity date with respect to any date Indebtedness thereunder is first incurred will not exceed Class of Loans or commitments hereunder, an amount equal to the Permitted Incremental Amount and (y) prepayment to be made with respect to Refinancing Revolving Commitments and Refinancing the Term Loans, Loans and/or any Additional Term Loans and/or the principal amount of such Refinancing permanent commitment reduction to be made with respect to any Additional Revolving Commitments or Refinancing Term Additional Revolving Loans, in each case to be replaced with such Incremental Facility, plus (z) an unlimited amount so long as, in the case of this clause (z), after giving effect to such Incremental Facility, the First Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, does would not exceed 3.75:1.00 (it being understood that for purposes of clause (z) of this Section 2.21(a), (A) any Incremental Loans and any Incremental Equivalent Debt (including any Replacement Term Loans, any loans under any Replacement Revolving Facility or any other Refinancing Indebtedness, in each case in respect thereof) shall at all times be deemed to be Consolidated First Lien Debt, whether or not satisfying the principal amount requirements thereof, (B) any Incremental Revolving Facilities shall be deemed to be fully drawn, (C) if the proceeds of the Revolving Credit relevant Incremental Facility will be applied to finance an acquisition or other investments permitted under this Agreement, compliance with the First Lien Leverage Ratio will be determined as of the date of the execution of the definitive agreement with respect thereto for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, and (D) the Cash proceeds of the relevant Incremental Facility or Term Loans Incremental Equivalent Debt shall be excluded in calculating the Unrestricted Cash Amount used in determining the First Lien Leverage Ratio) (the amounts described in clauses (x) and (z) above, the “Incremental Cap”), specifying the amount so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing.requested; provided that:

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term Loans or add one or more additional tranches of term loans (any such Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments of any Class (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Revolving Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the Unrestricted Incremental Amount, plus (ii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto and after giving Pro Forma Effect to any Permitted Acquisition and any other Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Facilities), (A) in the case of any Incremental Facility or Permitted Alternative Incremental Facilities Debt secured by Liens on Collateral that are pari passu with the Liens securing the Initial Term Loans) on any date Indebtedness thereunder is first incurred will , the First Lien Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed an amount equal to (1) 3.20:1.00 or (2) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Amount Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (x) 3.20:1.00 and (y) with respect the First Lien Senior Secured Leverage Ratio immediately prior to Refinancing Revolving Commitments the incurrence of such Incremental Facility or Permitted Alternative Incremental Facilities Debt and Refinancing related transactions, (B) in the case of any Incremental Facility or 104 Permitted Alternative Incremental Facilities Debt secured by Liens on Collateral that are junior to the Liens securing the Initial Term Loans, the Total Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed (1) 4.00:1.00 or (2) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (x) 4.00 to 1.00 and (y) the Total Senior Secured Leverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions and (C) in the case of any Incremental Facility or Permitted Alternative Incremental Facilities Debt that is unsecured or is secured solely by assets that do not constitute Collateral, either (I) the Total Leverage Ratio for the most recently ended Test Period shall not exceed (x) 4.25:1.00 or (y) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (1) 4.25 to 1.00 or (2) the Total Leverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions or (II) the Interest Coverage Ratio is not less than either (x) 2.00 to 1.00 or (y) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the lesser of (1) 2.00 to 1.00 or (2) the Interest Coverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions; provided however that notwithstanding the foregoing the aggregate principal amount of such all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments or Refinancing Term LoansCommitments) (determined at the time of incurrence), as applicable, does not exceed together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, in each case, incurred under this clause (C) that is secured by assets that do not constitute Collateral, shall not exceed $25,000,000 (it being understood that Incremental Facilities may be incurred pursuant to this clause (ii) prior to utilization of the Unrestricted Incremental Amount and in all respects subject to Section 1.09(b)) and assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Credit Commitments and/or any Permitted Alternative Incremental Facilities Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (ii), the “Incremental Incurrence Test” and, together with the Unrestricted Incremental Amount, the “Maximum Incremental Facilities Amount”). Each Incremental Facility or shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000 in case of Incremental Term Loans so refinanced except by an or $1,000,000 in case of Incremental Revolving Commitments, provided that such amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with may be less than the applicable minimum amount if such refinancingamount represents all the remaining availability hereunder as set forth above.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B-4 Loans or add one or more additional tranches of term loans (any such Term A B-4 Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt, shall not exceed an amount equal to the Permitted Incremental Amount sum of (i) the greater of (x) $1,900,000,000 and (y) with respect Consolidated EBITDA for the most recently ended Test Period prior to Refinancing Revolving Commitments and Refinancing Term Loans, such date plus (ii) the principal amount of such Refinancing Revolving Commitments or Refinancing any voluntary prepayments of the Term Loans, as applicable, does not exceed the principal amount Loans and voluntary permanent reductions of the Revolving Credit Facility or Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any such refinancingIncremental Revolving Credit Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments), the First Lien Senior Secured Leverage Ratio shall not exceed 4.50:1.00; provided, for the avoidance of doubt, that Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt may be incurred pursuant to this clause (iii) prior to utilization of the amount set forth in clause (i) above. Each Incremental Facility shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $25,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of the other Obligations under this Agreement.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, Loans and the Incremental Term Loan Increases and the Incremental Revolving FacilitiesIncreases, the “Incremental Facilities”). Notwithstanding anything to the contrary herein, the aggregate principal amount of all Incremental Facilities incurred after the Restatement Effective Date (other than Refinancing Term Loans and Refinancing Revolving Commitments), shall not exceed the sum of (i) $120,000,000 plus (ii) the amount of any voluntary prepayments of the Term Loans and voluntary permanent reductions of the Revolving Credit Commitments effected after the Restatement Effective Date (it being understood that any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities so long as, after giving Pro Forma Effect to the making of the Incremental Term Loans or the establishment of Incremental Revolving Commitments (assuming that any such Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Facility) and after giving effect to any Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments, the First Lien Net Leverage Ratio does not exceed 2.80:1.00 (or, solely in the case of Incremental Facilities incurred to finance a Permitted Acquisition, 3.50:1.00) (clauses (i), (ii) and (iii), collectively, the “Incremental Facilities Cap”); provided that (x) the aggregate principal amount of Incremental Facilities and Permitted Alternative Incremental Facilities Debt may be incurred under one or more of clauses (other than Refinancing Revolving Commitments and Refinancing Term Loansi) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to through (iii) as selected by the Permitted Incremental Amount Borrower in its sole discretion and (y) with respect if Incremental Facilities or Permitted Alternative Incremental Facilities Debt are intended to Refinancing Revolving Commitments be incurred under clause (iii) and Refinancing Term Loansany other of clauses (i) or (ii) in a single transaction or series of related transactions, (A) incurrence of the principal portion of such Incremental Facilities or Permitted Alternative Incremental Facilities Debt to be incurred under clause (iii) shall first be calculated without giving effect to any Incremental Facilities or Permitted Alternative Incremental Facilities Debt to be incurred under all other such clauses, but giving full pro forma effect the use of proceeds of the entire amount of all such Refinancing Revolving Commitments Incremental Facilities or Refinancing Term LoansPermitted Alternative Incremental Facilities Debt and related transactions, as applicableand (B) thereafter, does not exceed the principal amount incurrence of the Revolving Credit Facility portion of such Incremental Facilities or Term Loans so refinanced except by an amount equal Permitted Alternative Incremental Facilities Debt to unpaid accrued interest and premium thereon plus be incurred under such other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancingapplicable clauses of this definition shall be calculated.

Incremental Credit Extensions. (a) At The Borrower may at any time and or from time to time, subject to time after the terms and conditions set forth herein, the Borrower mayRefinancing Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add (a) one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or Term B Loans (b) one or more increases in the amount of the Revolving Credit Commitments (each such increase, a “Incremental Term B LoansRevolving Commitment Increase” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”). Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 (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). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed the sum of $400,000,000 (the “Dollar-Based Incremental Availability”) plus an additional amount of Incremental Term Loans or Revolving Commitment Increases (the “Ratio-Based Incremental Availability”) so long as, after giving effect to the incurrence of such Incremental Term Loans or Revolving Commitment Increase, the Senior Secured Incurrence Test (on a Pro Forma Basis and, for purposes of determining Ratio-Based Incremental Availability, assuming that such Revolving Commitment Increase is fully drawn and without netting any cash proceeds of such Incremental Term Loans or Revolving Commitment Increase) would be satisfied (it being understood that (i) the Incremental Facilities may be effected using Ratio-Based Incremental Availability (if available) regardless of whether there is unused Dollar-Based Incremental Availability, (ii) if the Borrower incurs the Incremental Facilities (or indebtedness under a Second Lien Facility pursuant to Section 7.03(v)) using Dollar-Based Incremental Availability substantially simultaneously or contemporaneously with the incurrence of Incremental Facilities (or indebtedness under a Second Lien Facility pursuant to Section 7.03(v)) using Ratio-Based Incremental Availability, the Senior Secured Leverage Ratio with respect to availability of such Incremental Facilities (or indebtedness under a Second Lien Facility pursuant to Section 7.03(v)) using Ratio-Based Incremental Availability will be calculated without including such Incremental Facilities (or indebtedness under a Second Lien Facility pursuant to Section 7.03(v)) incurred using Dollar-Based Incremental Availability and (iii) unless the Borrower elects otherwise, each Incremental Facility (or indebtedness under a Second Lien Facility pursuant to Section 7.03(v)) will be deemed incurred first as an Incremental Facility (or indebtedness under a Second Lien Facility pursuant to Section 7.03(v)) using Ratio-Based Incremental Availability to the extent permitted). The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) shall be “Loans” hereunder and (d) shall be treated substantially the same as the Term Loans (including with respect to mandatory and voluntary prepayments (subject to the Borrower’s right, subject to the pro rata application of prepayments within any Class of Loans, to allocate voluntary prepayments in its sole discretion among the Class or Classes of Loans as the Borrower may specify); provided that (xi) the aggregate principal amount terms and conditions applicable to Incremental Term Loans may be materially different from those of Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing the Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal Loans to the Permitted Incremental Amount extent such differences are reasonably acceptable to the Administrative Agent and (yii) with respect the interest rates and amortization schedule applicable to Refinancing the Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitments Commitment Increases. Incremental Term Loans may be made, and Refinancing Revolving Commitment Increases may be provided, by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans, the principal amount Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of such Refinancing Loans or Revolving Commitments or Refinancing Term LoansCredit Commitments, as applicable, does to such Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan, the borrowing under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (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) and such other conditions as the parties thereto shall agree; provided that to the extent agreed upon by the Lenders providing such Incremental Facilities, if the proceeds of such Incremental Facilities are to be used to finance a Permitted Acquisition or similar Investment, with respect to the condition set forth in Section 4.02(a), only the Specified Representations shall be required to be true and correct as a condition to the effectiveness of such Incremental Amendment, and the condition set forth in Section 4.02(b) shall be limited to an Event of Default under clauses (a) and (f) of Article VIII. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not exceed prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the principal amount Revolving Credit Commitments pursuant to this Section, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Facility Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or Term prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans so refinanced except made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by an amount equal to unpaid accrued interest on the Revolving Credit Loans being prepaid and premium thereon plus other reasonable amounts paidany costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and fees and expenses reasonably incurred, pro rata payment requirements contained elsewhere in connection with such refinancingthis Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Incremental Credit Extensions. (a) At any time and from time to timeAny Borrower, subject to the terms and conditions set forth herein, the Borrower may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)) from time to time after the Restatement Effective Date, request Incremental Term Loan Commitments and/or Incremental Revolving Commitments, as applicable, in each case denominated in Dollars and in an aggregate amount not to add exceed (when aggregated with any Incremental Equivalent Debt) the Incremental Amount from one or more tranches of Term A Loans (the “Incremental Term A Loans”Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender, but shall be required to be Persons which would qualify as assignees of a Lender in accordance with Section 9.04) or Term B Loans (the “willing to provide such Incremental Term B Loans” andLoans and/or Incremental Revolving Commitments, together with as the case may be, in their own discretion. Each notice provided pursuant to this Section 2.20 shall set forth (i) the amount of the Incremental Term A LoansLoan Commitments and/or Incremental Revolving Commitments being requested (which shall be in minimum increments of $10,000,000 and a minimum amount of $25,000,000 or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Commitments are requested to become effective, (iii) in the case of Incremental Revolving Commitments, whether such Incremental Revolving Commitments are to constitute an increase to the Dollar Tranche Commitments or Multicurrency Tranche Commitments; provided that, where multiple Classes of Revolving Commitments exist with different Maturity Dates, any Incremental Revolving Commitments shall constitute and increase to the Class of Revolving Commitments with the Latest Maturity Date and (iv) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make term loans with the same interest rates, amortization, maturity and other terms as the 2021 Term Loans made on the Restatement Effective Date or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the 2021 Term Loans (“Incremental Other Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) the aggregate principal amount of Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed the principal amount of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing.

Incremental Credit Extensions. (a) At The Borrowers may, at any time and or from time to time, subject to time after the terms and conditions set forth herein, the Borrower mayEffective Date, by notice from the Borrower Representative to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of term loans and/or one or more increases in the amount of any Class of Term A Loans then outstanding (the commitments thereof, the “Incremental Term A LoansCommitments”) or Term B Loans (, the “Incremental Term B Loans” and, together with the Incremental Term A Loansloans thereunder, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the and a Lender making such loans, an “Incremental Term Loan IncreasesLender”), ) and/or one or more additional tranches of revolving credit facility tranches loans (the “Incremental Additional/Replacement Revolving FacilitiesCommitments”) or and/or one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, a “Revolving Commitment Increase”, the loans thereunder and under any Additional/Replacement Revolving Commitments, the “Incremental Revolving Loans”, and a Lender making such a commitment, an “Incremental Revolving Lender”); provided that: [reserved]; after giving effect to any such Additional/Replacement Revolving Commitments”; together with the , any such Revolving Commitment Increase and any such Incremental Term Loans, the aggregate amount of such Additional/Replacement Revolving Commitments, Revolving Commitment Increases and Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) the aggregate principal amount of Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will Loans shall not exceed an amount equal to the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does not exceed the principal amount of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing.sum of

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term B-23 Loans or add one or more additional tranches of term loans (any such Term A B-23 Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt, shall not exceed an amount equal to the Permitted Incremental Amount sum of (i) the greater of (x) $1,600,000,0001,900,000,000 and (y) with respect Consolidated EBITDA for the most recently ended Test Period prior to Refinancing Revolving Commitments and Refinancing Term Loans, such date plus (ii) the principal amount of such Refinancing Revolving Commitments or Refinancing any voluntary prepayments of the Term Loans, as applicable, does not exceed the principal amount Loans and voluntary permanent reductions of the Revolving Credit Facility or Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (ii)) plus (iii) unlimited additional Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt so -107- long as, after giving Pro Forma Effect thereto (assuming that any such refinancingIncremental Revolving Credit Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans or Incremental Revolving Credit Commitments), the First Lien Senior Secured Leverage Ratio shall not exceed 4.004.50:1.00; provided, for the avoidance of doubt, that Incremental Facilities, Permitted Credit Facilities Acquisition Debt and Permitted Alternative Incremental Facilities Debt may be incurred pursuant to this clause (iii) prior to utilization of the amount set forth in clause (i) above. Each Incremental Facility shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $25,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Credit Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, all of the other Obligations under this Agreement.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term Loans or add one or more additional tranches of term loans (any such Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments of any Class (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together with any Revolving Credit Commitment Increases, the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Revolving Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the Unrestricted Incremental Amount, plus (ii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto and after giving Pro Forma Effect to any Permitted Acquisition and any other Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Facilities), (A) in the case of any Incremental Facility or Permitted Alternative Incremental Facilities Debt secured by Liens on Collateral that are pari passu with the Liens securing the Initial Term Loans) on any date Indebtedness thereunder is first incurred will , the First Lien Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed an amount equal to (1) 3.20:1.00 or (2) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Amount Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (x) 3.20:1.00 and (y) with respect the First Lien Senior Secured Leverage Ratio immediately prior to Refinancing Revolving Commitments the incurrence of such Incremental Facility or Permitted Alternative Incremental Facilities Debt and Refinancing related transactions, (B) in the case of any Incremental Facility or Permitted Alternative Incremental Facilities Debt secured by Liens on Collateral that are junior to the Liens securing the Initial Term Loans, the Total Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed (1) 4.00:1.00 or (2) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (x) 4.00 to 1.00 and (y) the Total Senior Secured Leverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions and (C) in the case of any Incremental Facility or Permitted Alternative Incremental Facilities Debt that is unsecured or is secured solely by assets that do not constitute Collateral, either (I) the Total Leverage Ratio for the most recently ended Test Period shall not exceed (x) 4.25:1.00 or (y) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the greater of (1) 4.25 to 1.00 or (2) the Total Leverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions or (II) the Interest Coverage Ratio is not less than either (x) 2.00 to 1.00 or (y) if the proceeds of such Incremental Facility or Permitted Alternative Incremental Facilities Debt are used in connection with a Permitted Acquisition or other Investment permitted under this Agreement, the lesser of (1) 2.00 to 1.00 or (2) the Interest Coverage Ratio immediately prior to the incurrence of such Indebtedness and any related transactions; provided however that notwithstanding the foregoing the aggregate principal amount of such all Incremental Facilities (other than Refinancing Term Loans and Refinancing Revolving Commitments or Refinancing Term LoansCommitments) (determined at the time of incurrence), as applicable, does not exceed together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, in each case, incurred under this clause (C) that is secured by assets that do not constitute Collateral, shall not exceed $25,000,000 (it being understood that Incremental Facilities may be incurred pursuant to this clause (ii) prior to utilization of the Unrestricted Incremental Amount and in all respects subject to Section 1.09(b)) and assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Credit Commitments and/or any Permitted Alternative Incremental Facilities Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness (this clause (ii), the “Incremental Incurrence Test” and, together with the Unrestricted Incremental Amount, the “Maximum Incremental Facilities Amount”). Each Incremental Facility or shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $5,000,000 in case of Incremental Term Loans so refinanced except by an or $1,000,000 in case of Incremental Revolving Commitments, provided that such amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with may be less than the applicable minimum amount if such refinancingamount represents all the remaining availability hereunder as set forth above.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to increase the amount of Term Loans or add one or more additional tranches of term loans (any such Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one ” or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Revolving Commitments and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the Unrestricted Incremental First Lien Amount minus the aggregate principal amount of “Incremental Term Loans” and “Permitted Alternative Incremental Facilities Debt” incurred under the Unrestricted Incremental Second Lien Amount (each as defined in the Second Lien Credit Agreement) plus (ii) the amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans effected after the Closing Date (including pursuant to debt buy-backs made by any Parent, the Borrower or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the discounted amount actually paid in respect thereof, but excluding (A) any prepayment of Term Loans with the proceeds of substantially concurrent borrowings of new Loans hereunder and (B) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the ABL Facility or other revolving indebtedness)) (this clause (ii), the “Voluntary Prepayment Amount”) plus (iii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments (but excluding the cash proceeds of any such Incremental Term Loans), the First Lien Senior Secured Leverage Ratio for the most recently ended Test Period shall not exceed 4.00:1.00 (other than (x) amounts incurred concurrently with the incurrence of Indebtedness incurred in reliance on the Unrestricted Incremental First Lien Amount and/or the Voluntary Prepayment Amount and (y) amounts incurred concurrently or substantially concurrently with respect the incurrence of Indebtedness pursuant to Refinancing Revolving Commitments drawings under the ABL Facility, in which case the First Lien Senior Secured Leverage Ratio may exceed 4.00:1.00, as a result of the incurrence of such amounts, and Refinancing Term Loansit being understood that Incremental Facilities may be incurred pursuant to this clause (iii) prior to utilization of the Unrestricted Incremental First Lien Amount and the Voluntary Prepayment Amount) (this clause (iii), the “Incremental Incurrence Test”). Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount of that is not less than $5,000,000, provided that such Refinancing Revolving Commitments or Refinancing Term Loansamount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, as applicableand be secured on a pari passu basis by the same Collateral securing, does not exceed the principal amount all of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancingObligations hereunder.

Incremental Credit Extensions. (a) At Subject to Section 2.14(f), (including the priorities applicable to the Priority Payment Obligations), at any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Company or any Subsidiary Guarantor may, by written notice to the Administrative Agent Agents and the Blackstone Representative (whereupon the Administrative Agent Agents shall promptly deliver a copy to each of the Lenders), request to increase the amount of any Class of Initial Term Loans or add one or more additional tranches of term loans (any such Initial Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the “Incremental Facilities”). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Term Loan Loans and Refinancing Revolving Credit Commitments and, to the extent constituting Priority Payment Obligations, Additional Revolving Credit Commitments, Revolving Credit Commitment Increases and the Incremental Revolving FacilitiesCredit Commitments) (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the greater of (x) $45.0 million and (y) 75.0% of LTM EBITDA (such amount, the “Incremental FacilitiesStarter Amount”) plus (ii) (I) the aggregate amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans and any other Indebtedness (in the case of such other Indebtedness, to the extent such Indebtedness is (x) secured on a pari passu basis with respect to security with the Obligations, (y) secured on a junior lien basis with the Obligations or (z) unsecured, and solely to the extent it was, in the case of clause (y) or (z), originally incurred pursuant to the Unrestricted Incremental Amount), payments made pursuant to Section 3.06(a) (to the extent such Indebtedness is retired rather than assigned) and voluntary permanent reductions of the Revolving Credit 121 Commitments effected after the Closing Date (in each case, including pursuant to debt buy-backs made by Holdings or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the principal amount thereof, but excluding (A) any prepayment with the proceeds of substantially concurrent borrowings of new Loans hereunder, (B) any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the Revolving Credit Facility and other revolving Indebtedness, in each case without a substantially concurrent permanent commitment reduction)) and (II) in the case of an Incremental Facility (that is being incurred using the Unrestricted Incremental Amount) that serves to effectively extend the maturity of the Initial Term Loans, the Revolving Credit Facility and/or any other Incremental Facility, an amount equal to the portion of the Initial Term Loans, the Revolving Credit Facility and/or any other Incremental Facilities to be replaced with such Incremental Facility (such amount under this clause (ii), the “Voluntary Prepayment Amount” and, together with the Incremental Starter Amount, the “Incremental Starter Basket,” the “Unrestricted Incremental Amount”) plus (iii) unlimited additional Incremental Facilities and Permitted Alternative Incremental Facilities Debt so long as, after giving pro forma effect thereto and after giving effect to any Permitted Investment consummated in connection therewith, any indebtedness repaid with the proceeds thereof and any other acquisition, disposition, debt incurrence, debt retirement and other appropriate pro forma adjustments and all other appropriate pro forma adjustments (but excluding the cash proceeds of any such Incremental Facilities and Permitted Alternative Incremental Facilities Debt and without giving effect to any amount incurred simultaneously under (x) the Unrestricted Incremental Amount, (y) any other fixed dollar incurrence basket or (z) the Revolving Credit Facility) (and, in each case, for the avoidance of doubt, for purposes of calculating the Interest Coverage Ratio, without giving effect to any interest expense attributable to any such Indebtedness in connection therewith), (A) if such Incremental Facility is secured by a Lien on the Collateral that is pari passu with the Liens securing the Initial Term Loans, the Consolidated First Lien Secured Leverage Ratio for the most recently ended Test Period does not exceed 5.75:1.00, (B) if such Incremental Facility is secured by a Lien on the Collateral that is junior to the Liens securing the Initial Term Loans, the Consolidated Total Senior Secured Leverage Ratio for the most recently ended Test Period does not exceed 6.25:1.00 or (C) if such Incremental Facility is unsecured, the Consolidated Total Leverage Ratio for the most recently ended Test Period does not exceed 6.25:1.00 (this clause (iii), the “Incremental Incurrence Test”); provided that (x) Incremental Facilities may be incurred pursuant to this clause (iii) prior to utilization of the Unrestricted Incremental Amount, (y) assuming for purposes of such calculation that the full committed amount of any new Incremental Revolving Credit Commitments and/or any Permitted Alternative Incremental Facilities Debt constituting a revolving credit commitment then being incurred shall be treated as outstanding Indebtedness and (z) any Indebtedness originally incurred under the Unrestricted Incremental Amount shall be automatically and immediately (without duplication) reclassified (unless the Company otherwise elects from time to time) as having been incurred under this clause (iii), at any time the Company would be permitted to incur under this clause (iii) the aggregate principal amount of the Indebtedness being so reclassified (for purposes of clarity, with any such reclassification having the effect of increasing the Company’s ability to incur Indebtedness under the Unrestricted Incremental Amount on and after the date of such reclassification by the amount of Indebtedness so re-designated). Notwithstanding anything to contrary herein, the aggregate Dollar Equivalent amount of all Incremental Facilities constituting Priority Payment Obligations in the form of Additional Revolving Credit Commitments, Revolving Credit Commitment Increases and Incremental Revolving Credit Commitments) (other than Refinancing Revolving Commitments and Refinancing Term Loansdetermined at the time of incurrence) on any date Indebtedness thereunder is first incurred will not exceed an amount equal to the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount of such Refinancing Revolving Commitments or Refinancing Term Loans, as applicable, does shall not exceed the principal amount of the Initial Revolving Credit Facility or Cap. Each Incremental Facility shall be in an integral multiple of $1.0 million and be in an aggregate principal amount that is not less than $5.0 million in case of Incremental Term Loans so refinanced except by an or $5.0 million in case of Incremental Revolving Credit Commitments, provided that such amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with may be less than the applicable minimum amount if such refinancingamount represents all the remaining availability hereunder as set forth above.

Incremental Credit Extensions. (a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of Term A Loans term loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or one or more increases in the Revolving Credit Commitments (the “Incremental Revolving Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); , provided that (x) at the time of each such request and upon the effectiveness of each Incremental Facility Amendment no Default or Event of Default has occurred and is continuing or shall result therefrom. Notwithstanding anything to contrary herein, the aggregate principal amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term Loans) on any date Indebtedness thereunder is first incurred will Revolving Commitments), together with the aggregate principal amount of all Permitted First Lien Secured Debt and Permitted Alternative Incremental Facilities Debt, shall not exceed an amount equal to the Permitted Incremental Amount and sum of (x) $350,000,000 plus (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount of such Refinancing Revolving Commitments or Refinancing any voluntary prepayments of the Term Loans, as applicable, does not exceed the principal amount Loans and voluntary permanent reductions of the Revolving Credit Facility or Commitments effected after the Closing Date (it being understood that any prepayment of Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, with the proceeds of substantially concurrent borrowings of new Loans hereunder or any reduction of Revolving Credit Commitments in connection with a substantially concurrent issuance of new revolving commitments hereunder shall not increase the calculation of the amount under this clause (y)); provided that (i) the Borrowers may incur unlimited additional Incremental Facilities, Permitted First Lien Secured Debt and Permitted Alternative Incremental Facilities Debt so long as, after giving Pro Forma Effect thereto (assuming that any such refinancingIncremental Revolving Commitments are drawn in full) and after giving effect to any Permitted Acquisition consummated in connection therewith and all other appropriate Pro Forma Adjustments, the First Lien Senior Secured Leverage Ratio shall not exceed 3.25:1.00 (other than to the extent such Incremental Facilities, Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt is incurred pursuant to this proviso concurrently with the incurrence of Incremental Facilities, Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt in reliance on clause (x) above, in which case the First Lien Senior Secured Leverage Ratio shall be permitted to exceed 3.25:1.00 to the extent of such Incremental Facilities, Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt is incurred in reliance on such clause (x)) and (ii) for the avoidance of doubt, Incremental Facilities, Permitted First Lien Secured Debt or Permitted Alternative Incremental Facilities Debt may be incurred pursuant to clause (i) of this proviso prior to utilization of the amount set forth in clause (x) above. Each Incremental Facility shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not less than $15,000,000 in case of Incremental Term Loans or $15,000,000 in case of Incremental Revolving Commitments, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each Incremental Facility shall have the same guarantees as, and be secured by the same Collateral securing, all of the other Obligations hereunder.

Incremental Credit Extensions. (a) At Subject to Section 2.14(f), (including the priorities applicable to the Priority Payment Obligations), at any time and from time to time, subject to the terms and conditions set forth herein, the Borrower Company or any Subsidiary Guarantor may, by written notice to the Administrative Agent Agents and the Blackstone Representative (whereupon the Administrative Agent Agents shall promptly deliver a copy to each of the Lenders), request to increase the amount of any Class of Initial Term Loans or add one or more additional tranches of term loans (any such Initial Term A Loans (the “Incremental Term A Loans”) or Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansadditional tranche of term loans, the “Incremental Term Loans”), one or more increases in any Class of Term Loans or Incremental Term Loans (the “Incremental Term Loan Increases”), one or more additional revolving credit facility tranches (the “Incremental Revolving Facilities”) or and/or one or more increases in the Revolving Credit Commitments (a “Revolving Credit Commitment Increase”) and/or the establishment of one or more new revolving credit commitments (an “Additional Revolving Credit Commitment” and, together any Revolving Credit Commitment Increases, the “Incremental Revolving Credit Commitments”; together with the Incremental Term Loans, the Incremental Term Loan Increases and the Incremental Revolving Facilities, the “Incremental Facilities”); provided that (x) . Notwithstanding anything to contrary herein, the aggregate principal Dollar Equivalent amount of all Incremental Facilities (other than Refinancing Revolving Commitments Term Loans and Refinancing Term LoansRevolving Credit Commitments and, to the extent constituting Priority Payment Obligations, Additional Revolving Credit Commitments, Revolving Credit Commitment Increases and Incremental Revolving Credit Commitments) on any date Indebtedness thereunder is first incurred will (determined at the time of incurrence), together with the aggregate principal amount of all Permitted Alternative Incremental Facilities Debt, shall not exceed the sum of (i) the greater of (x) $45.0 million and (y) 75.0% of LTM EBITDA (such amount, the “Incremental Starter Amount”) plus (ii) (I) the aggregate amount of any voluntary prepayments, repurchases, redemptions or other retirements of the Term Loans and any other Indebtedness (in the case of such other Indebtedness, to the extent such Indebtedness is (x) secured on a pari passu basis with respect to security with the Obligations, (y) secured on a junior lien basis with the Obligations or (z) unsecured, and solely to the extent it was, in the case of clause (y) or (z), originally incurred pursuant to the Unrestricted Incremental Amount), payments made pursuant to Section 3.06(a) (to the extent such Indebtedness is retired rather than assigned) and voluntary permanent reductions of the Revolving Credit Commitments effected after the Closing Date (in each case, including pursuant to debt buy-backs made by Holdings or any Restricted Subsidiary pursuant to “Dutch Auction” procedures and open market purchases permitted hereunder, in an amount equal to the Permitted Incremental Amount and (y) with respect to Refinancing Revolving Commitments and Refinancing Term Loans, the principal amount thereof, but excluding (A) any prepayment with the proceeds of such Refinancing Revolving Commitments or Refinancing Term Loanssubstantially concurrent borrowings of new Loans hereunder, as applicable, does not exceed the principal amount (B) any reduction of the Revolving Credit Facility or Term Loans so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, Commitments in connection with such refinancing.a substantially concurrent issuance of new revolving commitments hereunder and (C) prepayments with the proceeds of substantially concurrent incurrence of other long term Indebtedness (other than borrowings under the 128 #95598837v24