Common use of Incremental Equivalent Debt Clause in Contracts

Incremental Equivalent Debt. (a) The Parent or Borrower may from time to time after the Closing Date, upon notice by Parent to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue or incur one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans or other indebtedness, if secured, shall be secured by the Collateral on a first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations in each case over the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”) in an amount not to exceed the Incremental Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Parent or Borrower may from time to time after may, other than during the Closing DateCovenant Adjustment Period, upon notice by Parent to utilize availability under the Administrative Agent, specifying Incremental Facilities in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated unsecured notes or term loans or any other indebtedness (which senior secured first lien notes or term loans or other indebtednesssenior secured junior lien (as compared to the Liens securing the Secured Obligations) term loans, in each case, if secured, shall that will be secured by Liens on the Collateral on a first lien “equal and ratable” an pari passu or junior priority basis (as applicable) with the Liens on the Collateral securing the Obligations Secured Obligations, and issued in a public offering, Rule 144A or on a “junior” basis other private placement or loan origination pursuant to an indenture, credit agreement or otherwise, in an aggregate amount not to exceed, together with the Liens on aggregate amount of all Revolving Credit Commitment Increases and all Incremental Term Loans, the Collateral securing the Obligations in each case over the same Available Incremental Amount (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”) in an amount not to exceed the Incremental Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (i) does not mature earlier than the Latest Term Loan Maturity Date (as determined as of the date of incurrence of such Person Incremental Equivalent Debt), or have a shorter weighted average life to maturity than the weighted average life to maturity of the Revolving Credit Commitments, the Term Loans or any Incremental Facility outstanding at such time, (who ii) has terms and conditions (other than pricing (including interest rates, rate floors or OID) and fees and, solely with respect to any term loans, amortization, prepayment premiums, and as otherwise explicitly set forth in this Agreement) no more restrictive than those under the credit facilities provided for herein (except for covenants or other provisions applicable only to periods after the Latest Maturity Date (as determined as of the date of incurrence of such Incremental Equivalent Debt)), (iii) does not require mandatory prepayments to be made except to the extent required to be applied no worse than pro rata to the credit facilities provided for herein and any pari passu secured Incremental Equivalent Debt (provided that any term loans constituting Incremental Equivalent Debt may be subject to an excess cash flow sweep which may be shared on a pari passu basis with any term loan facility hereunder), (iv) to the extent secured, shall not be secured by any Lien on any asset that does not also secure the existing credit facilities hereunder, or to the extent guaranteed, shall not be guaranteed by any Person other than the Subsidiary Guarantors and (v) to the extent secured, shall be subject to customary intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Parent Borrower may, upon notice to Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent issue, incur or otherwise obtain Indebtedness (and any Permitted Refinancing thereof) in an aggregate amount not to exceed the Administrative AgentIncremental Cap, specifying in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans issued in a 126 public offering, Rule 144A or other indebtednessprivate placement, in each case, that rank pari passu or junior in right of payment and security with the Obligations or are unsecured and that are issued or made in lieu of an Incremental Revolving Commitment Increase and/or Incremental Term Loans (the “Incremental Equivalent Debt”); provided that (i) such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (ii) the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings or any Restricted Subsidiary other than any asset constituting Collateral, (iv) at the time that any such Incremental Equivalent Debt is made or established, no Event of Default shall have occurred and be continuing; provided that, in the case of Incremental Equivalent Debt the proceeds of which will be used to finance a Limited Condition Acquisition, (1) no Event of Default shall have occurred and be continuing at the time that the definitive documentation with respect to such Limited Condition Acquisition is entered into by the parties thereto and (2) no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing at the time that any such Incremental Equivalent Debt is incurred or established, as applicable, (v) [reserved], (vi) if secured, such Incremental Equivalent Debt shall be subject to an Intercreditor Agreement, (vii) such Incremental Equivalent Debt (other than a customary bridge loan intended to be refinanced with a securities offering the maturity date of which provides for an automatic extension of the maturity date thereof to a date that is no earlier than the latest maturity date for any then outstanding Term Loans and the Weighted Average Life to Maturity of which is equal to or greater than the Weighted Average Life to Maturity of the Initial Term Loans) shall have a final maturity date which is no earlier than latest maturity date for any then outstanding Term Loans and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Initial Term Loans, (viii) such Incremental Equivalent Debt that is unsecured or junior in right of security to the liens securing the Initial Term Loans shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied on a less than pro rata basis than the Term Loans and except with respect to customary offers to repurchase and prepayment events upon a Change of Control, asset sale or event of loss and a customary acceleration right after an event of default), (ix) any Incremental Equivalent Debt secured by the Collateral on a first lien “equal and ratable” pari passu basis with the Liens Initial Term Loans and Revolving Loans may participate (on not more than a pro rata basis) in any mandatory prepayments of the Collateral securing Term Facilities, (ix) in the Obligations event such Incremental Equivalent Debt is in the form of term loans (or a note with substantially the same characteristics as a term loan) and secured on a “junior” pari passu basis with the Liens on Initial Term Loans, if the Collateral securing Effective Yield for such Indebtedness is greater than the Obligations in each case over Effective Yield for the same Initial Term Loans by more than 0.50% per annum, then the Effective Yield for the Initial Term Loans shall be increased to the extent necessary so that the Effective Yield for the Initial Term Loans are equal to the Effective Yield for such Indebtedness minus 0.50% per annum (or less) Collateral provided that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”) in LIBOR floor” applicable to the outstanding Initial Term Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Indebtedness prior to any increase in the Applicable Rate applicable to such Initial Term Loans then outstanding) and (x) except as otherwise set forth in this clause (h), such Incremental Amount Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) either, at the option of the Borrower, (I) reflect market terms and conditions (taken as a whole) at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless issuance or effectiveness (as determined by the Borrower elects otherwise, (Ain good faith) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (or are reasonably acceptable to the extent permitted by Administrative Agent or (II) are not materially more restrictive of Holdings and its Restricted Subsidiaries (when taken as a whole) than the pro forma calculation terms and conditions of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, Loan Documents (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred when taken as a Prepayment-Based Incremental Facilitywhole) (except, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on in the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).case

Incremental Equivalent Debt. (a) The Parent Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent to the Administrative Agentissue, specifying incur or otherwise obtain Indebtedness of Borrowers in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans or other indebtedness, if secured, shall may be secured by the Collateral on a first junior lien “equal and ratable” basis or a pari passu basis with the Liens on 2018 Refinancing Term Loans, 2021 Incremental Term Loans, the Collateral securing 2023 Term Loans and Revolving Credit Loans), and, in the Obligations case of notes, issued in a public offering, Rule 144A or on a “junior” basis with other private placement or bridge in lieu of the Liens on the Collateral securing the Obligations foregoing, in each case over case, that are issued or made in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”); provided that (i) (A) after giving Pro Forma Effect to both (x) the issuance or incurrence of such Incremental Equivalent Debt (assuming a borrowing of the maximum credit available thereunder) and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Equivalent Debt ranks pari passu in right of security with the Term B Loans and Revolving Credit Loans, the First Lien Net Leverage Ratio does not exceed 2.00:1.00 and (2) if such Incremental Equivalent Debt ranks junior in right of security with the Term B Loans and Revolving Credit Loans, the Secured Net Leverage Ratio does not exceed 2.00:1.00 or (B) together with such Incremental Equivalent Debt, the aggregate principal amount of Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Term Loans made and Incremental Revolving Credit Commitments established under Section 2.16(d)(iii)(B) does not exceed the sum of (a) $385,000,000 plus (b) the principal amount of any voluntary prepayments of Term Loans (other than to the extent made with the proceeds of Indebtedness (other than the incurrence of Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility)), (ii) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Equivalent Debt, (iii) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral, (iv) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (v) the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (vi) if such Incremental Equivalent Debt is (a) secured on a pari passu basis with the Term B Loans and Revolving Credit Loans, then such Incremental Equivalent Debt shall be subject to a new or then-existing First Lien Intercreditor Agreement to which a Senior Representative acting on behalf of the holders of such Incremental Equivalent Debt shall become a party or otherwise subject to another lien subordination or intercreditor arrangement satisfactory to the Borrower and the Administrative Agent or (b) secured on a junior basis with the Term B Loans and Revolving Credit Loans, then such Incremental Equivalent Debt shall be subject to a new or then-existing Second Lien Intercreditor Agreement to which a Senior Representative of the holders of such Incremental Equivalent Debt shall become a party or otherwise subject to another lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent, (vii) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than the then Maturity Date and a Weighted Average Life to Maturity which is no shorter than the Weighted Average Life to Maturity of the Term B Loans, (viii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata (but not greater than pro rata) to the Term Loans required to be secured on a first lien basis, except with respect to customary “AHYDO catch up payments” and except with respect to customary offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default; provided that any such Incremental Equivalent Debt that is junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory repurchases and prepayments with respect to customary offers to repurchase and prepayment events upon an asset sale or event of loss on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans), (ix) the provisions set forth in Section 2.16(e)(iii) shall apply to any Incremental Equivalent Debt in the form of loans that ranks pari passu in right of payment and security with the Term B Loans and Revolving Credit Loans as if such Incremental Equivalent Debt were a Class of Incremental Term Loans that is pari passu in right of payment and security with the Term B Loans and (x) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Lead Borrower) to the lenders or holders providing such Incremental Equivalent Debt, than those applicable to the Term B Loans (except for covenants or other provisions (a) conformed (or added) in the Loan Documents, for the benefit of the Lenders holding Term B Loans, pursuant to an amount not amendment thereto subject solely to exceed the Incremental Amount reasonable satisfaction of the Administrative Agent or (b) applicable only to periods after the Latest Maturity Date at the time of incurrence); provided that that any the issuance or incurrence of such Incremental Amounts established pursuant to Section 2.14 Equivalent Debt) or such terms and conditions shall be current market terms for such type of Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted as reasonably determined in good faith by the pro forma calculation of the applicable ratioLead Borrower), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) . It is understood that Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under either clause (i)(A) or clause (i)(B) of the Ratio-Based Incremental Facilitiesimmediately preceding sentence as selected by the Lead Borrower in its sole discretion, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, including by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or designating any portion of Incremental Equivalent Debt originally designated in excess of an amount permitted to be incurred under such clause (i)(A) at the time of such incurrence as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility clause (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassificationi)(B). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).111

Incremental Equivalent Debt. (a) The Parent or Borrower Borrowers may from time to time after the Closing Date, upon notice by Parent the Borrowers to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue or incur one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans or other indebtedness, if secured, shall be secured by the Collateral on a first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or on a “junior” basis with to the Liens on the Collateral securing the Obligations in each case over the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”) in an amount not to exceed the Incremental Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects Borrowers elect otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the applicable ratio), ) and second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility Facilities and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)Facility) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent the Borrowers may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Facility or Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower Borrowers may appoint any Person that is not an Affiliate of the Borrower Borrowers as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Parent or Borrower may and the Subsidiary Guarantors may, from time to time after the Closing Datetime, upon notice by Parent the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue or incur Indebtedness in respect of one or more series of senior securedunsecured notes, senior unsecuredsecured first lien or junior lien notes or subordinated notes, in each case issued in a public offering, Rule 144A or other private placement or customary bridge facility in respect of the foregoing (and any Registered Equivalent Notes issued in exchange therefor), senior subordinated secured first lien, junior lien secured or unsecured or subordinated notes or loans or any other indebtedness (which notes junior lien secured or loans or other indebtednessunsecured mezzanine Indebtedness that, if secured, will (i) in the case of any such Indebtedness constituting notes issued in a public offering, Rule 144A or other private placement, be secured by the Collateral on a pari passu or junior basis with the Obligations and (ii) in the case of any such Indebtedness constituting loans, shall be secured by the Collateral solely on a first lien “equal and ratable” junior basis with the Liens on the Collateral securing the Obligations Obligations, and that are issued or on made in lieu of an Incremental Term Facility pursuant to an indenture, a “junior” basis with the Liens on the Collateral securing the Obligations in each case over the same (note purchase agreement, loan or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties credit agreement or entities who become Loan Parties otherwise (such notes or loans or other indebtednessIndebtedness, collectively, “Incremental Equivalent Debt”) in an a principal amount not to exceed the Incremental Amount (at the time of incurrence); provided that that in the case of any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15that is secured by the Collateral on a junior basis with the Obligations, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (is subordinated in right of payment to the extent permitted by Obligations (whether or not such Indebtedness is secured) or is unsecured, the pro forma calculation First Lien Net Leverage Ratio test set forth in clause (c) of the applicable ratio)definition of Incremental Amount shall be deemed to be replaced with the requirement that, second after giving Pro Forma Effect to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt (including the use of proceeds thereof and, in the case of any such Incremental Equivalent Debt structured as a revolving or “delayed-draw” or similar facility, assuming a full utilization thereof and, in each case, with the proceeds of any such Incremental Equivalent Debt being so redesignated under excluded from the Ratio-Based Incremental Facility determination of Unrestricted Cash and Cash Equivalents for such calculation (whichbut, for the avoidance of doubt, shall have the giving effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facilityto any repayment, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all repurchase or any portion other reduction of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of effected with such classification (or the date of any such reclassificationproceeds). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”)Total Net Leverage Ratio would not exceed 5.00:1.00.

Incremental Equivalent Debt. (a) The Parent Borrowers may, upon notice to Administrative Agent by the Borrower Representative, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent issue, incur or otherwise obtain Indebtedness of the Borrowers (and any Permitted Refinancing thereof) not to exceed the Administrative AgentIncremental Cap, specifying in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans issued in a public offering, Rule 144A or other indebtednessprivate placement, in each case, that rank pari passu or junior in right of payment and security with the Obligations or are unsecured and that are issued or made in lieu of Revolving Commitment Increases and/or Incremental Term Commitments (the “Incremental Equivalent Debt”); provided that (i) such Incremental Equivalent NAI-1537228099v3 Debt shall not be subject to any Guaranty by any Person other than a Credit Party, (ii) the obligations in respect thereof shall not be secured by any Lien on any asset of the Initial Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (iv) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence; provided that, if securedthe proceeds of such Incremental Equivalent Debt are used to finance a Limited Condition Transaction, such condition shall only refer to no Event of Default at the time the definitive transaction agreement for such Limited Condition Transaction is entered into and, on the date of incurrence thereof, both immediately before and after giving effect thereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom, (v) the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to Administrative Agent), (vi) such Incremental Equivalent Debt shall be subject to an Acceptable Intercreditor Agreement, (vii) such Incremental Equivalent Debt (other than a customary bridge loan intended to be converted into, exchanged for or refinanced with long-term Indebtedness the maturity date of which provides for an automatic extension of the maturity date thereof to a date that is no earlier than the Latest Maturity Date) shall have a final maturity date which is no earlier than the Latest Maturity Date and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Initial Term Loans (or earlier than the 91st day after the Maturity Date for junior lien or unsecured Incremental Equivalent Debt), (viii) such Incremental Equivalent Debt that is unsecured or junior in right of security to the liens securing the Initial Term Loans shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied on a pro rata or a less than pro rata basis than the Term Loans and except with respect to customary offers to repurchase and prepayment events upon a Change of Control, asset sale or event of loss and a customary acceleration right after an event of default), (ix) any Incremental Equivalent Debt secured by the Collateral on a first lien “equal and ratable” pari passu basis with the Liens Initial Term Loans and Revolving Loans may participate (on not more than a pro rata basis) in any mandatory prepayments of the Collateral securing Term Facilities, (x) the provisions set forth in Section 2.24(e)(iii) shall apply to any Incremental Equivalent Debt in the form of term loans and (y) rank pari passu in right of payment and security with the Obligations or on under Term Loans as if such Incremental Equivalent Debt were a “junior” basis Class of Incremental Term Loans that is pari passu in right of payment and security with the Liens on Initial Term Loans and (z) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as determined by the Collateral securing Borrower Representative in good faith) to the Obligations in each case over the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (holders providing such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”, than those applicable to the Initial Term Loans (except for covenants or other provisions (a) if more favorable to the holders providing such Incremental Equivalent Debt, conformed (or added) in the Credit Documents, for the benefit of the Lenders holding Initial Term Loans, pursuant to an amount not amendment thereto subject solely to exceed the Incremental Amount reasonable satisfaction of Administrative Agent or (b) applicable only to periods after the Latest Maturity Date at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such issuance or incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Parent Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent to the Administrative Agentissue, specifying incur or otherwise obtain Indebtedness of Borrowers in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans or other indebtedness, if secured, shall may be secured by the Collateral on a first junior lien “equal and ratable” basis or a pari passu basis with the Liens on 2018 Refinancing Term B Loans and Revolving Credit Loans), and, in the Collateral securing case of notes, issued in a public offering, Rule 144A or other private placement or bridge in lieu of the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations foregoing, in each case over case, that are issued or made in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”); provided that (i) (A) after giving Pro Forma Effect to both (x) the issuance or incurrence of such Incremental Equivalent Debt (assuming a borrowing of the maximum credit available thereunder) and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Equivalent Debt ranks pari passu in right of security with the Term B Loans and Revolving Credit Loans, the First Lien Net Leverage Ratio does not exceed 2.00:1.00 and (2) if such Incremental Equivalent Debt ranks junior in right of security with the Term B Loans and Revolving Credit Loans, the Secured Net Leverage Ratio does not exceed 2.00:1.00 or (B) together with 104 such Incremental Equivalent Debt, the aggregate principal amount of Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Term Loans made and Incremental Revolving Credit Commitments established under Section 2.16(d)(iii)(B) does not exceed the sum of (a) $385,000,000 plus (b) the principal amount of any voluntary prepayments of Term Loans (other than to the extent made with the proceeds of Indebtedness (other than the incurrence of Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility)), (ii) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Equivalent Debt, (iii) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral, (iv) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (v) the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (vi) if such Incremental Equivalent Debt is (a) secured on a pari passu basis with the Term B Loans and Revolving Credit Loans, then such Incremental Equivalent Debt shall be subject to a new or then-existing First Lien Intercreditor Agreement to which a Senior Representative acting on behalf of the holders of such Incremental Equivalent Debt shall become a party or otherwise subject to another lien subordination or intercreditor arrangement satisfactory to the Borrower and the Administrative Agent or (b) secured on a junior basis with the Term B Loans and Revolving Credit Loans, then such Incremental Equivalent Debt shall be subject to a new or then-existing Second Lien Intercreditor Agreement to which a Senior Representative of the holders of such Incremental Equivalent Debt shall become a party or otherwise subject to another lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent, (vii) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than the then Maturity Date and a Weighted Average Life to Maturity which is no shorter than the Weighted Average Life to Maturity of the Term B Loans, (viii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata (but not greater than pro rata) to the Term Loans required to be secured on a first lien basis, except with respect to customary “AHYDO catch up payments” and except with respect to customary offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default; provided that any such Incremental Equivalent Debt that is junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory repurchases and prepayments with respect to customary offers to repurchase and prepayment events upon an asset sale or event of loss on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans), (ix) the provisions set forth in Section 2.16(e)(iii) shall apply to any Incremental Equivalent Debt in the form of loans that ranks pari passu in right of payment and security with the Term B Loans and Revolving Credit Loans as if such Incremental Equivalent Debt were a Class of Incremental Term Loans that is pari passu in right of payment and security with the Term B Loans and (x) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Lead Borrower) to the lenders or holders providing such Incremental Equivalent Debt, than those applicable to the Term B Loans (except for covenants or other provisions (a) conformed (or added) in the Loan Documents, for the benefit of the Lenders holding Term B Loans, pursuant to an amount not amendment thereto subject solely to exceed the Incremental Amount reasonable satisfaction of the Administrative Agent or (b) applicable only to periods after the Latest Maturity Date at the time of incurrence); provided that that any the issuance or incurrence of such Incremental Amounts established pursuant to Section 2.14 Equivalent Debt) or such terms and conditions shall be current market terms for such type of Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted as reasonably determined in good faith by the pro forma calculation of the applicable ratioLead Borrower), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) . It is understood that Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under either clause (i)(A) or clause (i)(B) of the Ratio-Based Incremental Facilitiesimmediately preceding sentence as selected by the Lead Borrower in its sole discretion, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, including by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or designating any portion of Incremental Equivalent Debt originally designated in excess of an 105 amount permitted to be incurred under such clause (i)(A) at the time of such incurrence as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility clause (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”i)(B).

Incremental Equivalent Debt. (a) The Parent Borrower may, upon notice to the Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent to issue, incur or otherwise obtain Indebtedness of the Administrative Agent, specifying Borrower (and any Permitted Refinancing thereof) in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes may be unsecured or loans or other indebtedness, if secured, shall be secured by the Collateral on a first junior lien “equal and ratable” basis or, in the case of notes only, a pari passu basis with the Liens on the Collateral securing the Obligations or Initial Loans and other Loans required to be secured on a “junior” pari passu basis with the Liens on the Collateral securing the Obligations Initial Loans), in each case over issued in a public offering, Rule 144A or other private placement or bridge in lieu of the same foregoing, or senior or subordinated mezzanine Indebtedness (or less) Collateral that secures which may be in the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or form of loans or other indebtednessnotes and limited to being unsecured or secured solely on a junior lien basis), collectivelyin each case, that are issued or made in lieu of Incremental Commitments (the “Incremental Equivalent Debt”); provided that (i) (A) after giving Pro Forma Effect to both (x) the issuance or incurrence of such Incremental Equivalent Debt (assuming a borrowing of the maximum credit thereunder) and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Equivalent Debt is secured, the Secured Net Leverage Ratio does not exceed 6.25:1.00 and (2) if such Incremental Equivalent Debt is unsecured, the Total Net Leverage Ratio does not exceed 6.25:1.00 or (B) together with such Incremental Equivalent Debt, the aggregate principal amount of Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Loans made under Section 2.14(d)(iii)(B) (plus the First Lien Incremental Usage Amount) does not exceed $85,000,000 plus the principal amount of any voluntary prepayments of Loans (to the extent not made with the proceeds of Indebtedness (other than the incurrence of First Lien Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility)) plus in the case of any Incremental Equivalent Debt 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 portion of the relevant Class of Loans or Commitments that will be replaced by such Incremental Commitments (ii) such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (iii) if such Incremental Equivalent Debt is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (iv) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (v) if such Incremental Equivalent Debt is secured, the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (vi) if such Incremental Equivalent Debt is (a) secured on a pari passu basis with the Obligations under Initial Loans and other Loans required to be secured on a pari passu basis with the Initial Loans then such Incremental Equivalent Debt shall be subject to the Second Lien Intercreditor Agreement, if applicable, or a Junior Lien Intercreditor Agreement, (b) secured on a junior basis with the Obligations under Initial Loans and other Loans required to be secured on a pari passu basis with the Initial Loans then such Incremental Equivalent Debt shall be subject to a Third Lien Intercreditor Agreement or other lien subordination and intercreditor arrangement satisfactory to the Borrower and Administrative Agent or (c) unsecured and subordinated to the Obligations, then such Incremental Equivalent Debt shall be subject to a Subordination Agreement (or, alternatively, terms in the definitive documentation for such Incremental Equivalent Debt substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent), (vii) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than the then Maturity Date and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Initial Loans, (viii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Loans required to be secured on a first lien basis and except with respect to customary “AHYDO catch-up payments”, offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) and (ix) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders or holders providing such Incremental Equivalent Debt, than those applicable to the Initial Loans (except for covenants or other provisions (a) conformed (or added) in the Loan Documents, for the benefit of the Lenders holding Initial Loans, pursuant to an amount not amendment thereto subject solely to exceed the Incremental Amount reasonable satisfaction of the Administrative Agent or (b) applicable only to periods after the Latest Maturity Date at the time of incurrence); provided that that any the issuance or incurrence of such Incremental Amounts established pursuant to Section 2.14 Equivalent Debt) or such terms and conditions shall be current market terms for such type of Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted as reasonably determined in good faith by the pro forma calculation of the applicable ratioBorrower), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) . It is understood that Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under either clause (i)(A) or clause (i)(B) of the Ratio-Based Incremental Facilitiesimmediately preceding sentence as selected by the Borrower in its sole discretion, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, including by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or designating any portion of Incremental Equivalent Debt originally designated in excess of an amount permitted to be incurred under such clause (i)(A) at the time of such incurrence as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility clause (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”i)(B).

Incremental Equivalent Debt. (a) The Parent Borrowers may, upon notice to Administrative Agent by the Borrower Representative, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent to issue, incur or otherwise obtain Indebtedness of the Administrative Agent, specifying Borrowers (and any Permitted Refinancing thereof) in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior securednotes that rank pari passu in right of payment and security with the Obligations, senior unsecuredand, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans issued in a public offering, Rule 144A or other indebtednessprivate placement, if secured, shall be secured by the Collateral on a first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations in each case over case, that are issued or made in lieu of Revolving Commitment Increase and/or Incremental Term Commitments (the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”) in an amount not to exceed the Incremental Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant (i) after giving Pro Forma Effect to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless both (x) the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such issuance or incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person assuming a borrowing of the maximum credit thereunder) and (who may be the Administrative Agent, if it so agrees)y) any Specified Transactions consummated in connection therewith, the “First Lien Net Leverage Ratio, calculated as of the last day of the most recently ended Test Period and excluding, for Cash netting purposes, any proceeds of any such Indebtedness, does not exceed 4.25:1.00, (ii) such Incremental Equivalent Debt Arranger”shall not be subject to any Guaranty by any Person other than a Credit Party, (iii) the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings, the Borrowers or any Restricted Subsidiary other than any asset constituting Collateral, (iv) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence; provided that, if the proceeds of such Incremental Equivalent Debt are used to finance a Limited Condition Transaction, such condition shall only refer to an Event of Default under Sections 8.01(a), (f) and (g), (v) the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to Administrative Agent), (vi) such Incremental Equivalent Debt shall be subject to an Acceptable Intercreditor Agreement, (vii) such Incremental Equivalent Debt (other than a customary bridge loan intended to be refinanced with a securities offering the maturity date of which provides for an automatic extension of the maturity date thereof to a date that is no earlier than the Latest Maturity Date) shall have a final maturity date which is no earlier than the Latest Maturity Date and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Initial Term Loans, (viii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied on a pro rata or a less than pro rata basis than the Term Loans and except with respect to customary offers to repurchase and prepayment events upon a Change of Control, asset sale or event of loss and a customary acceleration right after an event of default), (ix) the provisions set forth in Section 2.24(e)(iii) shall apply to any Incremental Equivalent Debt that ranks pari passu in right of payment and security with the Obligations under Term Loans and Revolving Loans that are secured on a first lien basis as if such Incremental Equivalent Debt were a Class of Incremental Term Loans that is pari passu in right of payment and security with the Initial Term Loans, (x) the representative, agent or trustee for the holders of such Indebtedness shall execute a joinder agreement to the Closing Date Subordination Agreement and (xi) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as determined by the Borrower Representative in good faith) to the holders providing such Incremental Equivalent Debt, than those applicable to the Initial Term Loans (except for covenants or other provisions (a) if more favorable to the holders providing such Incremental Equivalent Debt, conformed (or added) in the Credit Documents, for the benefit of the Lenders holding Initial Term Loans, pursuant to an amendment thereto subject solely to the reasonable satisfaction of Administrative Agent or (b) applicable only to periods after the Latest Maturity Date at the time of the issuance or incurrence of such Incremental Equivalent Debt).

Incremental Equivalent Debt. (a) The Parent or Borrower may and the Subsidiary Guarantors may, from time to time after the Closing Datetime, upon notice by Parent the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue or incur Indebtedness in respect of one or more series of senior securedunsecured notes, senior unsecured, senior subordinated secured first lien or junior lien notes or subordinated notes notes, in each case issued in a public offering, Rule 144A or other private placement or customary bridge facility in respect of the foregoing (and any Registered Equivalent Notes issued in exchange therefor), junior lien secured or unsecured or subordinated loans or any other indebtedness (which notes junior lien secured or loans or other indebtednessunsecured mezzanine Indebtedness that, if secured, will (i) in the case of any such Indebtedness constituting notes issued in a public offering, Rule 144A or other private placement, be secured by the Collateral on a pari passu or junior basis with the Obligations and (ii) in the case of any such Indebtedness constituting loans, shall be secured by the Collateral solely on a first lien “equal and ratable” junior basis with the Liens on the Collateral securing the Obligations Obligations, and that are issued or on made in lieu of an Incremental Term Facility pursuant to an indenture, a “junior” basis with the Liens on the Collateral securing the Obligations in each case over the same (note purchase agreement, loan or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties credit agreement or entities who become Loan Parties otherwise (such notes or loans or other indebtednessIndebtedness, collectively, “Incremental Equivalent Debt”) in an a principal amount not to exceed the Incremental Amount (at the time of incurrence); provided that that in the case of any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15that is secured by the Collateral on a junior basis with the Obligations, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (is subordinated in right of payment to the extent permitted by Obligations (whether or not such Indebtedness is secured) or is unsecured, the pro forma calculation First Lien Net Leverage Ratio test set forth in clause (c) of the applicable ratio)definition of Incremental Amount shall be deemed to be replaced with the requirement that, second after giving Pro Forma Effect to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt (including the use of proceeds thereof and, in the case of any such Incremental Equivalent Debt structured as a revolving or “delayed-draw” or similar facility, assuming a full utilization thereof and, in each case, with the proceeds of any such Incremental Equivalent Debt being so redesignated under excluded from the Ratio-Based Incremental Facility determination of Unrestricted Cash and Cash Equivalents for such calculation (whichbut, for the avoidance of doubt, shall have the giving effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facilityto any repayment, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all repurchase or any portion other reduction of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of effected with such classification (or the date of any such reclassificationproceeds). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”)Total Net Leverage Ratio would not exceed 4.00:1.00.

Incremental Equivalent Debt. (a) The Parent or Borrower may from time to time after utilize the Closing Date, upon notice by Parent to the Administrative Agent, specifying Available Incremental Amount in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated unsecured notes or term loans or any other indebtedness (which senior secured first lien notes or term loans or other indebtednesssenior secured junior lien (as compared to the Liens securing the Secured Obligations) term loans, in each case, if secured, shall that will be secured by Liens on the Collateral on a first lien “equal and ratable” pari passu or junior priority basis (as applicable) with the Liens on the Collateral securing the Obligations Secured Obligations, and issued in a public offering, Rule 144A or on a “junior” basis other private placement or loan origination pursuant to an indenture, credit agreement or otherwise, in an aggregate amount not to exceed, together with the Liens on aggregate amount of all Revolving Credit Commitment Increases and all Incremental Term Loans, the Collateral securing the Obligations in each case over the same Available Incremental Amount (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”) in an amount not to exceed the Incremental Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and such Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless (i) does not mature earlier than the Borrower elects otherwise, Latest Term Loan Maturity Date (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation as determined as of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such date of incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated Debt), or have a shorter weighted average life to maturity than the weighted average life to maturity of the Revolving Credit Commitments, the Term Loans or any Incremental Facility outstanding at such time, (ii) has terms and conditions (other than pricing (including interest rates, rate floors or original issue discount) and fees and, solely with respect to any term loans, amortization, prepayment premiums, and as otherwise explicitly set forth in this Agreement) no more restrictive than those under the Ratio-Based credit facilities provided for herein (except for covenants or other provisions applicable only to periods after the Latest Maturity Date (as determined as of the date of incurrence of such Incremental Facility Equivalent Debt)), (whichiii) does not require mandatory prepayments to be made except to the extent required to be applied no worse than pro rata to the credit facilities provided for herein and any pari passu secured Incremental Equivalent Debt (provided that any term loans constituting Incremental Equivalent Debt may be subject to an excess cash flow sweep which may be shared on a pari passu basis with any term loan facility hereunder), for (iv) to the extent secured, shall not be secured by any Lien on any asset that does not also secure the existing credit facilities hereunder, or to the extent guaranteed, shall not be guaranteed by any Person other than the Subsidiary Guarantors, (v) to the extent secured, shall be subject to customary intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent and (vi) after giving effect to any such Incremental Equivalent Debt on a Pro Forma Basis, the Borrower is in compliance with the financial covenants set forth in Section 6.11 recomputed as of the last day of the most recently ended Reference Period. For the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may incurred pursuant to this Section 2.10(e) the proceeds of which are to be used to consummate any Limited Condition Transaction shall be subject to the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”provisions set forth in Section 1.04(a).

Incremental Equivalent Debt. (a) The Parent Borrower may, upon notice to the Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent to issue, incur or otherwise obtain Indebtedness of the Administrative Agent, specifying Borrower (and any refinancing thereof) in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes may be unsecured or loans or other indebtedness, if secured, shall be secured by the Collateral on a first pari passu or junior lien “equal and ratable” basis with the Liens on Obligations under the Collateral securing the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations Initial Loans), in each case over issued in a public offering, Rule 144A or other private placement or bridge in lieu of the same foregoing, or senior or subordinated mezzanine Indebtedness (or less) Collateral that secures which may be in the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or form of loans or other indebtednessnotes and limited to being unsecured or secured solely on a junior lien basis), collectivelyin each case, that are issued or made in lieu of Incremental Commitments (the “Incremental Equivalent Debt”) in an amount not to exceed the Incremental Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and (i) if such Incremental Equivalent Debt Incurred pursuant to this Section 2.15is secured, unless the obligations in respect thereof shall not be secured by any Lien on any asset of the Borrower elects otherwiseor any Subsidiary Guarantor other than any asset constituting Collateral and such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than the Guarantors, (Aii) will count, first, to reduce if such Incremental Equivalent Debt is (x) secured on a pari passu or junior basis with the amount available Obligations under the RatioInitial Loans, then such Incremental Equivalent Debt shall be subject to the ABL Intercreditor Agreement or (y) unsecured and subordinated to the Obligations, then such Incremental Equivalent Debt shall be subject to a lien subordination and intercreditor arrangement satisfactory to Borrower and the Administrative Agent, (iii) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than ninety-Based one (91) days after the Latest Maturity Date then existing or have a Weighted Average Life to Maturity which is shorter than the Weighted Average Life to Maturity of the then existing Loans, (iv) such Incremental Facilities Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent permitted by any such mandatory redemption or prepayment is required to be applied first or pro rata to the pro forma calculation of the applicable ratioLoans and any first lien secured incremental notes required to be secured on a first lien basis and except with respect to customary “AHYDO catch-up payments”), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (Bv) such Incremental Equivalent Debt shall not be required to be on terms and pursuant to this Section 2.15 may be incurred under documentation consistent with the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant Loans or reasonably satisfactory to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant Administrative Agent, nor shall it be subject to the Cash-Capped conditions set forth in (e)(ii), (vi) except as otherwise set forth in this clause (g), such Incremental FacilityEquivalent Debt shall have covenants and defaults no more restrictive (excluding pricing and optional prepayment or redemption terms), when taken as a whole, than those with respect to the Initial Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the Loan) or such terms and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion conditions shall be current market terms for such type of Incremental Equivalent Debt originally designated (as incurred under reasonably determined in good faith by the Cash-Capped Incremental Facility or Borrower), and (vii) no Event of Default (or, if the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount proceeds of such Incremental Equivalent Debt being so redesignated are to be used in whole or in part to fund an Investment or Permitted Acquisition, no Event of Default under the Ratio-Based Incremental Facility Sections 8.01(a), (whichb), for the avoidance of doubt, (g) or (h)) shall have the occurred and be continuing or would exist immediately after giving effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of to such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”)incurrence.

Incremental Equivalent Debt. (a) The Parent or Debt of any Borrower may from time to time after the Closing Date, upon notice by Parent to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue or incur one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans or other indebtedness, if secured, shall be secured by the Collateral on a first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations in each case over the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”) Subsidiary in an aggregate principal amount not to exceed the Maximum Incremental Facilities Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, so long as (A) will countsuch Debt shall not mature prior to the date that is 91 days after the latest Applicable Termination Date (or prior to the latest Applicable Termination Date in the case of any such Debt that is secured with a Lien on the Term Loan Priority Collateral ranking pari passu with the Liens securing the Term Loan Facility); provided, first, to reduce that the amount available under the Ratio-Based Incremental Facilities foregoing requirements of this clause (A) shall not apply to the extent permitted by such Debt constitutes a customary bridge facility, so long as the pro forma calculation long-term Debt into which such customary bridge facility is to be converted or exchanged satisfies the requirements of the applicable ratiothis clause (A), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) such Debt shall not have mandatory prepayment, redemption or offer to purchase events more onerous than those applicable to the initial term loans under the Term Loan Facility; provided, that the foregoing requirements of this clause (2) shall not apply to the extent such Debt constitutes a customary bridge facility, so long as the long-term Debt into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (B), (C) in the case of any secured Incremental Equivalent Debt pursuant Debt, shall be subject to this Section 2.15 may be incurred under customary intercreditor terms (including those in the Ratio-Based Incremental Facilities, Intercreditor Agreement and/or any other lien subordination and intercreditor arrangement reasonably satisfactory to the Cash-Capped Incremental Facility Borrower and the Prepayment-Based Incremental FacilitiesAdministrative Agent, and proceeds from as applicable), (D) such Debt is not guaranteed by any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (Person other than any Ratio Obligor, (E) if such Debt incurred pursuant to Section 7.01)) and then calculating is secured, it is not secured by any assets other than the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility Collateral and (C)(iF) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the maximum aggregate principal amount of such Incremental Equivalent Equivalentsuch Debt being so redesignated under that mayshall be incurred by Subsidiaries that are not Obligors shall not exceed the Ratio-Based Incremental Facility greater of (which, x) U.S.$50,000,000 and (y) 5.00% of Consolidated EBITDA of the Borrowers and the Subsidiaries for the avoidance most recently ended most recently ended period of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and four consecutive Fiscal Quarters calculated on a pro forma basis at any one time outstanding (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification this clause (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agreesF), the “Non-Loan Party Incremental Equivalent Debt Arranger”)Basket”).a U.S. Loan Party.

Incremental Equivalent Debt. (a) The Parent Borrowers may, upon notice to Administrative Agent by the Borrower Representative, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent issue, incur or otherwise obtain Indebtedness of the Borrowers (and any Permitted Refinancing thereof) not to exceed the Administrative AgentIncremental Cap, specifying in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans issued in a public offering, Rule 144A or other indebtednessprivate placement, in each case, that rank pari passu or junior in right of payment and security with the Obligations or are unsecured and that are issued or made in lieu of Revolving Commitment Increases and/or Incremental Term Commitments (the “Incremental Equivalent Debt”); provided that (i) such Incremental Equivalent Debt shall not be subject to any Guaranty by any Person other than a Credit Party, (ii) the obligations in respect thereof shall not be secured by any Lien on any asset of the Initial Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (iv) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence; provided that, if securedthe proceeds of such Incremental Equivalent Debt are used to finance a Limited Condition Transaction, such condition shall only refer to no Event of Default at the time the definitive transaction agreement for such Limited Condition Transaction is entered into and, on the date of incurrence thereof, both immediately before and after giving effect thereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom, (v) the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to Administrative Agent), (vi) such Incremental Equivalent Debt shall be subject to an Acceptable Intercreditor Agreement, (vii) such Incremental Equivalent Debt (other than a customary bridge loan intended to be converted into, exchanged for or refinanced with long-term Indebtedness the maturity date of which provides for an automatic extension of the maturity date thereof to a date that is no earlier than the Latest Maturity Date) shall have a final maturity date which is no earlier than the Latest Maturity Date and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Initial Term Loans (or earlier than the 91st day after the Maturity Date for junior lien or unsecured Incremental Equivalent Debt), (viii) such Incremental Equivalent Debt that is unsecured or junior in right of security to the liens securing the Initial Term Loans shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied on a pro rata or a less than pro rata basis than the Term Loans and except with respect to customary offers to repurchase and prepayment events upon a Change of Control, asset sale or event of loss and a customary acceleration right after an event of default), (ix) any Incremental Equivalent Debt secured by the Collateral on a first lien “equal and ratable” pari passu basis with the Liens Initial Term Loans and Revolving Loans may participate (on not more than a pro rata basis) in any mandatory prepayments of the Collateral securing Term Facilities, (x) the provisions set forth in Section 2.24(e)(iii) shall apply to any Incremental Equivalent Debt in the form of term loans and (y) rank pari passu in right of payment and security with the Obligations or on under Term Loans as if such Incremental Equivalent Debt were a “junior” basis Class of Incremental Term Loans that is pari passu in right of payment and security with the Liens on Initial Term Loans and (z) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as determined by the Collateral securing Borrower Representative in good faith) to the Obligations in each case over the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (holders providing such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”, than those applicable to the Initial Term Loans (except for covenants or other provisions (a) if more favorable to the holders providing such Incremental Equivalent Debt, conformed (or added) in the Credit Documents, for the benefit of the Lenders holding 118 Initial Term Loans, pursuant to an amount not amendment thereto subject solely to exceed the Incremental Amount reasonable satisfaction of Administrative Agent or (b) applicable only to periods after the Latest Maturity Date at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such issuance or incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Parent or In addition, the Borrower may from utilize any portion of the Incremental Facility Increase Amount in effect at such time to issue or incur Indebtedness consisting of term loans (whether pari passu, subordinated in right of payment to the Obligations, unsecured or secured by Liens ranking junior or subordinate to the Liens securing the Obligations) or notes (whether pari passu, subordinated in right of payment to the Obligations, unsecured or secured by Liens ranking junior or subordinate to or pari passu with the Liens securing the Obligations) or any bridge facility, in each case in respect of the issuance of notes, issued in (A) a public offering, Rule 144A and/or other private placement and/or (B) a bridge facility or a syndicated loan financing or otherwise in lieu of an Incremental Term Facility (“Incremental Equivalent Debt”); provided that (i) only if such Incremental Equivalent Debt is in the form of term loans or notes that are pari passu with the Initial Term Loans in right of payment and with respect to security and, if such Incremental Equivalent Debt were incurred as an Incremental Facility, would have triggered the MFN Adjustment, the MFN Adjustment shall apply, (ii) such Incremental Equivalent Debt (x) to the extent such Incremental Equivalent Debt is pari passu to the Initial Term Loans in right of payment and with respect to security, does not mature earlier than the Latest Maturity Date of the existing Term Loans, (y) to the extent such Incremental Equivalent Debt is junior to the Initial Term Loans in right of payment or with respect to security (including by being unsecured), does not mature earlier than 91 days following the Latest Maturity Date applicable to the Initial Term Loans, and (z) does not have a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity applicable to the existing Term Loans (provided that the requirement of this subclause (ii) shall not apply to any Incremental Equivalent Debt consisting of a customary bridge facility, so long as the long-term indebtedness into which such customary bridge facility is to be converted satisfies this subclause (ii)), (iii) such Incremental Equivalent Debt shall not be guaranteed by any Person that is not a Credit Party (unless such Person shall substantially concurrently become a Credit Party hereunder pursuant to Section 5.10), (iv) if secured, such Incremental Equivalent Debt (x) is not secured by any assets not securing the Loans (unless such assets shall substantially concurrently become a part of the Collateral) and (y) is subject to a customary intercreditor agreement reasonably satisfactory to the Administrative Agent and the Borrower, (v) no Event of Default shall have occurred and be continuing (provided that, solely with respect to any Incremental Equivalent Debt incurred in connection with a Limited Condition Transaction, (x) no Event of Default shall exist at the time of execution of the definitive documentation for such Limited Condition Transaction and (y) no Specified Event of Default shall exist at the time that such Incremental Equivalent Debt is effective hereunder), (vi) any Incremental Equivalent Debt that is (x) pari passu with the Initial Term Loans in right of payment and with respect to security may provide for the ability to participate (1) on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments and (2) on a pro rata basis or less than pro rata basis (or greater than pro rata basis with respect to prepayments constituting permitted refinancings) in any mandatory prepayments, in each case, of the Term Loans and (y) junior to the Initial Term Loans in right of payment or with respect to security may provide for the ability to participate on a less than pro rata basis in any voluntary and/or mandatory prepayments of the Term Loans, but shall not be on a pro rata or greater than pro rata basis; provided that any unsecured Incremental Equivalent Debt shall not share in any voluntary or mandatory prepayments of the Term Loans and (vii) the other terms and conditions (excluding pricing, interest rate margins, interest rate floors, discounts, fees, premiums, maturity and prepayment or redemption terms), if not substantially consistent with the terms of the existing Term Loans, are as otherwise reasonably satisfactory to the Administrative Agent (it being understood that (A) terms not substantially consistent with the existing Term Loans that are applicable only after the Closing Date, upon notice by Parent Latest Maturity Date at such time will be deemed to be satisfactory to the Administrative Agent, specifying (B) terms contained in reasonable detail the proposed terms thereof, request to issue or incur one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans or other indebtedness, if secured, shall be secured by the Collateral on a first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations in each case over the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”) in an amount not to exceed the Incremental Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15that are, unless the Borrower elects otherwisetaken as a whole, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (more favorable to the extent permitted by the pro forma calculation of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility lenders or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount agent of such Incremental Equivalent Debt being so redesignated and are substantially concurrently conformed (or added) to the Credit Documents for the benefit of the lenders under the Ratio-Based Incremental Facility (which, for existing Term Loans or the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental FacilityAdministrative Agent, as applicable, will be deemed to be satisfactory to the Administrative Agent and (C) terms contained in such Incremental Equivalent Debt that reflect then current market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Dollar Amount of such redesignated Incremental Equivalent DebtBorrower in good faith) and will be deemed to be satisfactory to the Administrative Agent) (ii) Parent may otherwise classifyprovided that, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on that any financial maintenance covenant is added for the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger benefit of such Incremental Equivalent Debt (such Person (who may Debt, no consent shall be required from the Administrative Agent, Agent or any of the Lenders if it so agrees), such financial maintenance covenant is either (a) also added for the “Incremental Equivalent Debt Arranger”benefit of the Lenders under the Credit Documents or (b) only applicable after the Latest Maturity Date at such time).

Incremental Equivalent Debt. (a) The Parent Borrower may, upon notice to the Administrative Agent, at any time or Borrower may from time to time after the Closing Seventh Amendment Effective Date, upon notice by Parent to issue, incur or otherwise obtain Indebtedness of the Administrative Agent, specifying Borrower (or any Permitted Refinancing thereof) in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans or other indebtednessmay be unsecured, if securedsubordinated in right of payment to the Obligations, shall be secured by on a pari passu basis with the Collateral Obligations under Term Loans and Revolving Credit Loans secured on a first lien “equal and ratable” basis or secured on a junior lien basis with the Liens on Obligations under the Collateral securing the Obligations or Term Loans and Revolving Credit Loans secured on a “junior” basis with first lien basis), issued in a public offering, Rule 144A or other private placement or bridge in lieu of the Liens on the Collateral securing the Obligations foregoing, in each case over the same case, that are issued or made in lieu of Incremental Revolving Credit Commitments, Incremental Term Loans and/or Increased Term Loans (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”) in an amount not to exceed the Incremental Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and (i) together with such Incremental Equivalent Debt Incurred pursuant to this Section 2.15Debt, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of Incremental Equivalent Debt incurred or issued under this clause (f) and Incremental Term Loans made and Incremental Revolving Credit Commitments established under Section 2.14(a) does not exceed the Available Incremental Amount, (ii) such Incremental Equivalent Debt being so redesignated shall not be subject to any Guarantee by any Person other than a Loan Party, (iii) if such Incremental Equivalent Debt is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of the Borrower or any Guarantor other than any asset constituting Collateral, (iv) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (v) if such Incremental Equivalent Debt is secured, the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (vi) if such Incremental Equivalent Debt is (a) secured on a pari passu basis with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis, then such Incremental Equivalent Debt shall be subject to a Pari Passu Intercreditor Agreement or (b) secured on a junior lien basis with the Obligations under the RatioTerm Loans and the Revolving Credit Loans that are secured on a first lien basis, then such Incremental Equivalent Debt shall be subject to a Junior Priority Intercreditor Agreement or (c) subordinated to the Obligations, then such Incremental Equivalent Debt shall be subject to a Subordination Agreement (or, alternatively, terms in the definitive documentation for such Incremental Equivalent Debt substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent), (vii) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than the then Latest Maturity Date and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of any Term Loans that are “B” Term Loans, (viii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied (x) in the case of Incremental Equivalent Debt that is unsecured and subordinated in right of payment or secured on a junior lien basis to the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis, on a less than pro rata basis than the Term Loans and (y) in the case of Incremental Equivalent Debt that is secured on a pari passu basis with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis, on a pro rata or a less than pro rata basis than the Term Loans that are secured on a first lien basis and, except with respect to customary “AHYDO catch-Based up payments”, offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) and (ix) except as otherwise set forth in this clause (f), such Incremental Facility Equivalent Debt shall have terms and conditions (whichother than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as determined by the Borrower in good faith) to the lenders or holders providing such Incremental Equivalent Debt, than those applicable to the Term Loans (except for covenants or other provisions (a) if more favorable to the existing Lenders under the Term Loans, conformed (or added) in the Loan Documents, for the avoidance benefit of doubtthe Lenders holding Term Loans, shall have pursuant to an amendment thereto subject solely to the effect reasonable satisfaction of increasing the Cash-Capped Incremental Facility and/or Administrative Agent or (b) applicable only to periods after the Prepayment-Based Incremental Facility, as applicable, by Latest Maturity Date at the Dollar Amount time of the issuance or incurrence of such redesignated Incremental Equivalent Debt) or such terms and (ii) Parent may otherwise classify, and may later reclassify, all or any portion conditions shall be current market terms for such type of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be as reasonably determined in good faith by the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”Borrower).

Incremental Equivalent Debt. (a) The Parent Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent to the Administrative Agentissue, specifying incur or otherwise obtain Indebtedness of Borrowers in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans or other indebtedness, if secured, shall may be secured by the Collateral on a first junior lien “equal and ratable” basis or a pari passu basis with the Liens on 2018 Refinancing Term Loans, 2021 Incremental Term Loans and Revolving Credit Loans), and, in the Collateral securing case of notes, issued in a public offering, Rule 144A or other private placement or bridge in lieu of the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations foregoing, in each case over case, that are issued or made in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”); provided that (i) (A) after giving Pro Forma Effect to both (x) the issuance or incurrence of such Incremental Equivalent Debt (assuming a borrowing of the maximum credit available thereunder) and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Equivalent Debt ranks pari passu in right of security with the Term B Loans and Revolving Credit Loans, the First Lien Net Leverage Ratio does not exceed 2.00:1.00 and (2) if such Incremental Equivalent Debt ranks junior in right of security with the Term B Loans and Revolving Credit Loans, the Secured Net Leverage Ratio does not exceed 2.00:1.00 or (B) together with such Incremental Equivalent Debt, the aggregate principal amount of Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Term Loans made and Incremental Revolving Credit Commitments established under Section 2.16(d)(iii)(B) does not exceed the sum of (a) $385,000,000 plus (b) the principal amount of any voluntary prepayments of Term Loans (other than to the extent made with the proceeds of Indebtedness (other than the incurrence of Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility)), (ii) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Equivalent Debt, (iii) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral, (iv) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (v) the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (vi) if such Incremental Equivalent Debt is (a) secured on a pari passu basis with the Term B Loans and Revolving Credit Loans, then such Incremental Equivalent Debt shall be subject to a new or then-existing First Lien Intercreditor Agreement to which a Senior Representative acting on behalf of the holders of such Incremental Equivalent Debt shall become a party or otherwise subject to another lien subordination or intercreditor arrangement satisfactory to the Borrower and the Administrative Agent or (b) secured on a junior basis with the Term B Loans and Revolving Credit Loans, then such Incremental Equivalent Debt shall be subject to a new or then-existing Second Lien Intercreditor Agreement to which a Senior Representative of the holders of such Incremental Equivalent Debt shall become a party or otherwise subject to another lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent, (vii) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than the then Maturity Date and a Weighted Average Life to Maturity which is no shorter than the Weighted Average Life to Maturity of the Term B Loans, (viii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata (but not greater than pro rata) to the Term Loans required to be secured on a first lien basis, except with respect to customary “AHYDO catch up payments” and except with respect to customary offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default; provided that any such Incremental Equivalent Debt that is ​ 106 ​ 133055744_29 ​ junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory repurchases and prepayments with respect to customary offers to repurchase and prepayment events upon an asset sale or event of loss on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans), (ix) the provisions set forth in Section 2.16(e)(iii) shall apply to any Incremental Equivalent Debt in the form of loans that ranks pari passu in right of payment and security with the Term B Loans and Revolving Credit Loans as if such Incremental Equivalent Debt were a Class of Incremental Term Loans that is pari passu in right of payment and security with the Term B Loans and (x) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Lead Borrower) to the lenders or holders providing such Incremental Equivalent Debt, than those applicable to the Term B Loans (except for covenants or other provisions (a) conformed (or added) in the Loan Documents, for the benefit of the Lenders holding Term B Loans, pursuant to an amount not amendment thereto subject solely to exceed the Incremental Amount reasonable satisfaction of the Administrative Agent or (b) applicable only to periods after the Latest Maturity Date at the time of incurrence); provided that that any the issuance or incurrence of such Incremental Amounts established pursuant to Section 2.14 Equivalent Debt) or such terms and conditions shall be current market terms for such type of Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted as reasonably determined in good faith by the pro forma calculation of the applicable ratioLead Borrower), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) . It is understood that Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under either clause (i)(A) or clause (i)(B) of the Ratio-Based Incremental Facilitiesimmediately preceding sentence as selected by the Lead Borrower in its sole discretion, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, including by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or designating any portion of Incremental Equivalent Debt originally designated in excess of an amount permitted to be incurred under such clause (i)(A) at the time of such incurrence as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility clause (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”i)(B).

Incremental Equivalent Debt. (a) The Parent or Borrower may from time to time after the Closing Date, upon notice by Parent to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue or incur one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans or other indebtedness, if secured, shall be secured by the Collateral on a first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations in each case over the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”) in an amount not to exceed the Incremental Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the applicable ratio), second to reduce the maximum 124 | amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Parent or Borrower may and the Guarantors may, from time to time after the Closing Datetime, upon notice by Parent the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue or incur Indebtedness in respect of one or more series of senior securedunsecured notes, senior unsecured, senior subordinated secured first lien or junior lien notes or subordinated notes notes, in each case issued in a public offering, Rule 144A or other private placement or customary bridge facility in respect of the foregoing (and any Registered Equivalent Notes issued in exchange therefor), junior lien secured or unsecured or subordinated loans or any other indebtedness (which notes junior lien secured or loans or other indebtednessunsecured mezzanine Indebtedness that, if secured, will (i) in the case of any such Indebtedness constituting notes issued in a public offering, Rule 144A or other private placement, be secured by the Collateral on a pari passu or junior basis with the Obligations and (ii) in the case of any such Indebtedness constituting loans, shall be secured by the Collateral solely on a first lien “equal and ratable” junior basis with the Liens on the Collateral securing the Obligations Obligations, and that are issued or on made in lieu of an Incremental Term Facility pursuant to an indenture, a “junior” basis with the Liens on the Collateral securing the Obligations in each case over the same (note purchase agreement, loan or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties credit agreement or entities who become Loan Parties otherwise (such notes or loans or other indebtednessIndebtedness, collectively, “Incremental Equivalent Debt”) in an a principal amount not to exceed the Incremental Amount (at the time of incurrence); provided that that in the case of any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15that is secured by the Collateral on a junior basis with the Obligations, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (is subordinated in right of payment to the extent permitted by Obligations (whether or not such Indebtedness is secured) or is unsecured, the pro forma calculation First Lien Net Leverage Ratio test set forth in clause (b) of the applicable ratio)definition of Incremental Amount shall be deemed to be replaced with the requirement that, second after giving Pro Forma Effect to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt (including the use of proceeds thereof and, in the case of any such Incremental Equivalent Debt structured as a revolving or “delayed-draw” or similar facility, assuming a full utilization thereof and, in each case, with the proceeds of any such Incremental Equivalent Debt being so redesignated under excluded from the Ratio-Based Incremental Facility determination of Unrestricted Cash and Cash Equivalents for such calculation (whichbut, for the avoidance of doubt, shall have the giving effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facilityto any repayment, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all repurchase or any portion other reduction of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of effected with such classification (or the date of any such reclassificationproceeds). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”)Total Net Leverage Ratio would not exceed 5.50:1.00.

Incremental Equivalent Debt. (a) The Parent Borrowers may, upon notice to Administrative Agent by the Borrower Representative, at any time or Borrower may from time to time after the Closing Date, upon issue, incur or otherwise obtain Indebtedness of the Borrowers (and any Permitted Refinancing thereof) not to exceed the Incremental Cap, in each case, that ranks pari passu or junior in right of payment and security with the Initial Term Loans or is unsecured and that is issued or made in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the “Incremental Equivalent Debt”); provided that (i) such Incremental Equivalent Debt shall not be subject to any Guaranty by any Person other than a Credit Party, (ii) the obligations in respect thereof shall not be secured by any Lien on any asset of the Initial Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (iii) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence; provided that, if the proceeds of such Incremental Equivalent Debt are used to finance a Limited Condition Transaction, such condition shall only refer to no Event of Default at the time the definitive agreement for such Limited Condition Transaction is entered into or such irrevocable notice by Parent to is given and, on the Administrative Agent, specifying in reasonable detail the proposed terms date of incurrence thereof, request to issue both immediately before and after giving effect thereto, no Specified Event of Default shall have occurred and be continuing or incur one or more series of senior securedwould result immediately therefrom, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans or other indebtedness, iv) if secured, the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to Administrative Agent), (v) if secured, such Incremental Equivalent Debt shall be subject to an Acceptable Intercreditor Agreement, (vi) such Incremental Equivalent Debt (other than (x) consisting of a customary bridge facility, so long as such customary bridge facility by its terms will automatically be converted into, or exchanged for, long-term Indebtedness that satisfies the requirements set forth in this clause (vi) and (y) Incremental Equivalent Debt incurred in reliance on the Inside Maturity Basket) shall have a final maturity date which is no earlier than the Maturity Date of the Initial Term Loans (or earlier than the 91st day after the Maturity Date of the Initial Term Loans for junior lien or unsecured Incremental Equivalent Debt) and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Initial Term Loans, (vii) such Incremental Equivalent Debt that is unsecured or junior in right of security to the Liens securing the Initial Term Loans shall share on a less than pro rata basis in connection with any mandatory prepayments or voluntary prepayment of the Initial Term Loans, (viii) any Incremental Equivalent Debt secured by the Collateral on a first lien “equal and ratable” pari passu basis with the Liens Initial Term Loans may participate (on the Collateral securing the Obligations or on not more than a “junior” basis with the Liens on the Collateral securing the Obligations in each case over the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”pro rata basis) in an amount not any mandatory prepayments of the Term Facilities, (viii) the MFN Provision shall apply to exceed the Incremental Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (as if such Incremental Equivalent Debt were a Class of Incremental Term Loans) that is (A) will count, first, to reduce incurred in reliance on the amount available under the Ratio-Based Incremental Facilities (Ratio Debt Basket on or prior to the extent permitted by date that is six (6) months after the pro forma calculation of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental FacilityClosing Date, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under in the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized form of broadly syndicated term B loans denominated in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility Dollars and (C)(iC) all or any portion pari passu in right of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility payment and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).security with

Incremental Equivalent Debt. (a) The Parent Borrowers may, upon notice to Administrative Agent by the Borrower Representative, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent issue, incur or otherwise obtain Indebtedness of the Borrowers (and any Permitted Refinancing thereof) not to exceed the Administrative AgentIncremental Cap, specifying in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans issued in a public offering, Rule 144A or other indebtednessprivate placement, in each case, that rank pari passu or junior in right of payment and security with the Obligations or are unsecured and that are issued or made in lieu of Revolving Commitment Increases and/or Incremental Term Commitments (the “Incremental Equivalent Debt”); provided that (i) such Incremental Equivalent Debt shall not be subject to any Guaranty by any Person other than a Credit Party, (ii) the obligations in respect thereof shall not be secured by any Lien on any asset of the Initial Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (iv) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence; provided that, if securedthe proceeds of such Incremental Equivalent Debt are used to finance a Limited Condition Transaction, such condition shall only refer to no Event of Default at the time the definitive transaction agreement for such Limited Condition Transaction is entered into and, on the date of incurrence thereof, both immediately before and after giving effect thereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom, (v) the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to Administrative Agent), (vi) such Incremental Equivalent Debt shall be subject to an Acceptable Intercreditor Agreement, (vii) such Incremental Equivalent Debt (other than a customary bridge loan intended to be converted into, exchanged for or refinanced with long-term Indebtedness the maturity date of which provides for an automatic extension of the maturity date thereof to a date that is no earlier than the Latest Maturity Date) shall have a final maturity date which is no earlier than the Latest Maturity Date and a Weighted Average NAI-1537241654v2 Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Initial Term Loans (or earlier than the 91st day after the Maturity Date for junior lien or unsecured Incremental Equivalent Debt), (viii) such Incremental Equivalent Debt that is unsecured or junior in right of security to the liens securing the Initial Term Loans shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied on a pro rata or a less than pro rata basis than the Term Loans and except with respect to customary offers to repurchase and prepayment events upon a Change of Control, asset sale or event of loss and a customary acceleration right after an event of default), (ix) any Incremental Equivalent Debt secured by the Collateral on a first lien “equal and ratable” pari passu basis with the Liens Initial Term Loans and Revolving Loans may participate (on not more than a pro rata basis) in any mandatory prepayments of the Collateral securing Term Facilities, (x) the provisions set forth in Section 2.24(e)(iii) shall apply to any Incremental Equivalent Debt in the form of term loans and (y) rank pari passu in right of payment and security with the Obligations or on under Term Loans as if such Incremental Equivalent Debt were a “junior” basis Class of Incremental Term Loans that is pari passu in right of payment and security with the Liens on Initial Term Loans and (z) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as determined by the Collateral securing Borrower Representative in good faith) to the Obligations in each case over the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (holders providing such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”, than those applicable to the Initial Term Loans (except for covenants or other provisions (a) if more favorable to the holders providing such Incremental Equivalent Debt, conformed (or added) in the Credit Documents, for the benefit of the Lenders holding Initial Term Loans, pursuant to an amount not amendment thereto subject solely to exceed the Incremental Amount reasonable satisfaction of Administrative Agent or (b) applicable only to periods after the Latest Maturity Date at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such issuance or incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Parent Borrower may, upon notice to the Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent to issue, incur or otherwise obtain Indebtedness of the Administrative Agent, specifying Borrower (and any Permitted Refinancing thereof) in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes may be unsecured or loans secured on a junior lien basis or other indebtedness, if secured, shall a pari passu basis with the Obligations under Term Loans required to be secured by the Collateral on a first lien “equal and ratable” basis with basis), and, in the Liens on case of notes, issued in a public offering, Rule 144A or other private placement or bridge in lieu of the Collateral securing the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations foregoing, in each case over case, that are issued or made in lieu of Incremental Commitments (the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”); provided that (i) (A) after giving Pro Forma Effect to both (x) the issuance or incurrence of such Incremental Equivalent Debt (assuming a borrowing of the maximum credit thereunder) and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Equivalent Debt is secured, the Secured Net Leverage Ratio calculated on a Pro Forma Basis does not exceed either (I) 3.75:1.00 or (II) solely if such Incremental Equivalent Debt is incurred in connection with a Permitted Acquisition, the Secured Net Leverage Ratio immediately prior to the issuance or incurrence of such Incremental Equivalent Debt and the consummation of such Permitted Acquisition, and (2) if such Incremental Equivalent Debt is unsecured, either (I) (x) the Total Net Leverage Ratio calculated on a Pro Forma Basis does not exceed 4.25:1.00 or (y) the Consolidated Cash Interest Coverage Ratio calculated on a Pro Forma Basis is no less than 2.00:1.00, or (II) solely in the case of Incremental Equivalent Debt incurred in connection with a Permitted Acquisition, either (x) the Total Net Leverage Ratio calculated on a Pro Forma Basis does not exceed the Total Net Leverage Ratio immediately prior to the issuance or incurrence of such Incremental Equivalent Debt and the consummation of such Permitted Acquisition, or (y) the Consolidated Cash Interest Coverage Ratio calculated on a Pro Forma Basis is no less than the Consolidated Cash Interest Coverage Ratio immediately prior to the issuance or incurrence of such Incremental Equivalent Debt and the consummation of such Permitted Acquisition, or (B) together with such Incremental Equivalent Debt, the aggregate principal amount of Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Loans made under Section 2.14(d)(iii)(B) does not exceed the sum of (a) the greater of (x) $475,000,000 and (y) 100% of Consolidated EBITDA plus (b) the principal amount of any voluntary prepayments of Term Loans (other than to the extent made with the proceeds of Indebtedness (other than the incurrence of Revolving Loans or extensions of credit under any other revolving credit or similar facility)), (ii) such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (iii) if such Incremental Equivalent Debt is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (iv) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (v) if such Incremental Equivalent Debt is secured, the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (vi) if such Incremental Equivalent Debt is (a) secured on a pari passu basis with the Obligations under Term Loans that are secured on a first lien basis by Term Priority Collateral, then such Incremental Equivalent Debt shall be subject to a First Lien Pari Passu Intercreditor Agreement, (b) secured on a junior basis with the Obligations under Term Loans that are secured on a first lien basis by the Term Priority Collateral, then such Incremental Equivalent Debt shall be subject to a Second Lien Intercreditor Agreement or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent or (c) unsecured and subordinated to the Obligations, then such Incremental Equivalent Debt shall be subject to a Subordination Agreement (or, alternatively, terms in the definitive documentation for such Incremental Equivalent Debt substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent), (vii) such Incremental Equivalent Debt (other than in the case of any Permitted Earlier Maturity Debt) shall have a final maturity date which is no earlier than the Maturity Date of the Term B Loans and a Weighted Average Life to Maturity which is equal to or greater than the then Weighted Average Life to Maturity of the Term B Loans, (viii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied (x) in the case of Incremental Equivalent Debt that is secured on a junior basis, unsecured or subordinated with the Obligations under Term Loans that are secured on a first lien basis by the Term Priority Collateral, on a less than pro rata basis than the Term Loans and (y) in the case of Incremental Equivalent Debt that is secured on a pari passu basis with the Obligations under Term Loans that are secured on a first lien basis by the Term Priority Collateral, on a pro rata or a less than pro rata basis than the Term Loans that are secured on a first lien basis and except with respect to customary “AHYDO catch-up payments”), offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an amount not event of default, (ix) the provisions set forth in Section 2.14(e)(iii) shall apply to exceed any Incremental Equivalent Debt in the form of loans denominated in Dollars that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis by the Term Priority Collateral as if such Incremental Amount Equivalent Debt were a Class of Incremental Loans that is pari passu in right of payment and security with the Term B Loans and (x) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as determined by the Borrower in good faith) to the lenders or holders providing such Incremental Equivalent Debt, than those applicable to the Term B Loans (except for covenants or other provisions (a) if more favorable to the existing Lenders under the Term B Loans, conformed (or added) in the Loan Documents, for the benefit of the Lenders holding Term B Loans, pursuant to an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent, (b) applicable only to periods after the Latest Maturity Date at the time of incurrence); provided that that any the issuance or incurrence of such Incremental Amounts established pursuant to Section 2.14 Equivalent Debt) or (c) such terms and conditions shall be current market terms for such type of Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless (as determined by the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the applicable ratioin good faith), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) ). It is understood that Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under either clause (i)(A) or clause (i)(B) of the Ratio-Based Incremental Facilitiesimmediately preceding sentence as selected by the Borrower in its sole discretion, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, including by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or designating any portion of Incremental Equivalent Debt originally designated in excess of an amount permitted to be incurred under such clause (i)(A) at the time of such incurrence as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility clause (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”i)(B).

Incremental Equivalent Debt. (a) The Parent Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent to the Administrative Agentissue, specifying incur or otherwise obtain Indebtedness of Borrowers in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans or other indebtedness, if secured, shall may be secured by the Collateral on a first junior lien “equal and ratable” basis or a pari passu basis with the Liens on 2018 Refinancing Term Loans, 2021 Incremental Term Loans and Revolving Credit Loans), and, in the Collateral securing case of notes, issued in a public offering, Rule 144A or other private placement or bridge in lieu of the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations foregoing, in each case over case, that are issued or made in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”); provided that (i) (A) after giving Pro Forma Effect to both (x) the issuance or incurrence of such Incremental Equivalent Debt (assuming a borrowing of the maximum credit available thereunder) and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Equivalent Debt ranks pari passu in right of security with the Term B Loans and Revolving Credit Loans, the First Lien Net Leverage Ratio does not exceed 2.00:1.00 and (2) if such Incremental Equivalent Debt ranks junior in right of security with the Term B Loans and Revolving Credit Loans, the Secured Net Leverage Ratio does not exceed 2.00:1.00 or (B) together with such Incremental Equivalent Debt, the aggregate principal amount of Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Term Loans made and Incremental Revolving Credit Commitments established under Section 2.16(d)(iii)(B) does not exceed the sum of (a) $385,000,000 plus (b) the principal amount of any voluntary prepayments of Term Loans (other than to the extent made with the proceeds of Indebtedness (other than the incurrence of Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility)), (ii) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Equivalent Debt, (iii) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral, (iv) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (v) the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (vi) if such Incremental Equivalent Debt is (a) secured on a pari passu basis with the Term B Loans and Revolving Credit Loans, then such Incremental Equivalent Debt shall be subject to a new or then-existing First Lien Intercreditor Agreement to which a Senior Representative acting on behalf of the holders of such Incremental Equivalent Debt shall become a party or otherwise subject to another lien subordination or intercreditor arrangement satisfactory to the Borrower and the Administrative Agent or (b) secured on a junior basis with the Term B Loans and Revolving Credit Loans, then such Incremental Equivalent Debt shall be subject to a new or then-existing Second Lien Intercreditor Agreement to which a Senior Representative of the holders of such Incremental Equivalent Debt shall become a party or otherwise subject to another lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent, (vii) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than the then Maturity Date and a Weighted Average Life to Maturity which is no shorter than the Weighted Average Life to Maturity of the Term B Loans, (viii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata (but not greater than pro rata) to the Term Loans required to be secured on a first lien basis, except with respect to customary “AHYDO catch up payments” and except with respect to customary offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default; provided that any such Incremental Equivalent Debt that is junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory repurchases and prepayments with respect to customary offers to repurchase and prepayment events upon an asset sale or event of loss on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans), (ix) the provisions set forth in Section 2.16(e)(iii) shall apply to any Incremental Equivalent Debt in the form of loans that ranks pari passu in right of payment and security with the Term B Loans and Revolving Credit Loans as if such Incremental Equivalent Debt were a Class of Incremental Term Loans that is pari passu in right of payment and security with the Term B Loans and (x) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Lead Borrower) to the lenders or holders providing such Incremental Equivalent Debt, than those applicable to the Term B Loans (except for covenants or other provisions (a) conformed (or added) in the Loan Documents, for the benefit of the Lenders holding Term B Loans, pursuant to an amount not amendment thereto subject solely to exceed the Incremental Amount reasonable satisfaction of the Administrative Agent or (b) applicable only to periods after the Latest Maturity Date at the time of incurrence); provided that that any the issuance or incurrence of such Incremental Amounts established pursuant to Section 2.14 Equivalent Debt) or such terms and conditions shall be current market terms for such type of Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted as reasonably determined in good faith by the pro forma calculation of the applicable ratioLead Borrower), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) . It is understood that Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under either clause (i)(A) or clause (i)(B) of the Ratio-Based Incremental Facilitiesimmediately preceding sentence as selected by the Lead Borrower in its sole discretion, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, including by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or designating any portion of Incremental Equivalent Debt originally designated in excess of an amount permitted to be incurred under such clause (i)(A) at the time of such incurrence as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility clause (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassificationi)(B). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).103

Incremental Equivalent Debt. (a) The Parent Borrower may, upon notice to the Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent to issue, incur or otherwise obtain Indebtedness of the Administrative Agent, specifying Borrower (and any refinancing thereof) in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes may be unsecured or loans or other indebtedness, if secured, shall be secured by the Collateral on a first pari passu or junior lien “equal and ratable” basis with the Liens on Obligations under the Collateral securing the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations Initial Loans), in each case over issued in a public offering, Rule 144A or other private placement or bridge in lieu of the same foregoing, or senior or subordinated mezzanine Indebtedness (or less) Collateral that secures which may be in the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or form of loans or other indebtednessnotes and limited to being unsecured or secured solely on a junior lien basis), collectivelyin each case, that are issued or made in lieu of Incremental Commitments (the “Incremental Equivalent Debt”) in an amount not to exceed the Incremental Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and (i) if such Incremental Equivalent Debt Incurred pursuant to this Section 2.15is secured, unless the obligations in respect thereof shall not be secured by any Lien on any asset of the Borrower elects otherwiseor any Subsidiary Guarantor other than any asset constituting Collateral and such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than the Guarantors, (Aii) will count, first, to reduce if such Incremental Equivalent Debt is (x) secured on a pari passu or junior basis with the amount available Obligations under the RatioInitial Loans, then such Incremental Equivalent Debt shall be subject to the ABL Intercreditor Agreement or (y) unsecured and subordinated to the Obligations, then such Incremental Equivalent Debt shall be subject to a lien subordination and intercreditor arrangement satisfactory to Borrower 38669945_32 and the Administrative Agent, (iii) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than ninety-Based one (91) days after the Latest Maturity Date then existing or have a Weighted Average Life to Maturity which is shorter than the Weighted Average Life to Maturity of the then existing Loans, (iv) such Incremental Facilities Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent permitted by any such mandatory redemption or prepayment is required to be applied first or pro rata to the pro forma calculation of the applicable ratioLoans and any first lien secured incremental notes required to be secured on a first lien basis and except with respect to customary “AHYDO catch-up payments”), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (Bv) such Incremental Equivalent Debt shall not be required to be on terms and pursuant to this Section 2.15 may be incurred under documentation consistent with the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant Loans or reasonably satisfactory to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant Administrative Agent, nor shall it be subject to the Cash-Capped conditions set forth in (e)(ii), (vi) except as otherwise set forth in this clause (g), such Incremental FacilityEquivalent Debt shall have covenants and defaults no more restrictive (excluding pricing and optional prepayment or redemption terms), when taken as a whole, than those with respect to the Initial Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the Loan) or such terms and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion conditions shall be current market terms for such type of Incremental Equivalent Debt originally designated (as incurred under reasonably determined in good faith by the Cash-Capped Incremental Facility or Borrower), and (vii) no Event of Default (or, if the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount proceeds of such Incremental Equivalent Debt being so redesignated are to be used in whole or in part to fund an Investment or Permitted Acquisition, no Event of Default under the Ratio-Based Incremental Facility Sections 8.01(a), (whichb), for the avoidance of doubt, (g) or (h)) shall have the occurred and be continuing or would exist immediately after giving effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of to such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”)incurrence.

Incremental Equivalent Debt. (a) The Parent Borrower may, upon notice to the Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent to issue, incur or otherwise obtain Indebtedness of the Administrative Agent, specifying Borrower (and any Permitted Refinancing thereof) in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes may be unsecured or loans or other indebtedness, if secured, shall be secured by the Collateral on a first lien “equal and ratable” junior or a pari passu basis with the Liens on the Collateral securing the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations Initial Loans), in each case over the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans issued in a public offering, Rule 144A or other indebtednessprivate placement or bridge in lieu of the foregoing, collectivelyor senior or subordinated mezzanine Indebtedness, in each case, that are issued or made in lieu of Incremental Commitments (the “Incremental Equivalent Debt”); provided that (i) (A) after giving Pro Forma Effect to the issuance or incurrence of such Incremental Equivalent Debt (assuming a borrowing of the maximum credit thereunder), (1) if such Incremental Equivalent Debt is secured, the Senior Secured Net Leverage Ratio does not exceed 4.00 to 1.00 and (2) if such Incremental Equivalent Debt is unsecured, the Total Net Leverage Ratio does not exceed 4.00 to 1.00 or (B) together with such Incremental Equivalent Debt, the aggregate principal amount of Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Loans made under Section 2.12(d)(iii)(B) does not exceed $250,000,000 plus the principal amount of any voluntary prepayments of Loans (to the extent not made with the proceeds of Indebtedness (other than Indebtedness under the ABL Facilities or extensions of credit under any other revolving credit or similar facility)), (ii) such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (iii) if such Incremental Equivalent Debt is secured, the obligations in respect thereof shall not be secured by any Lien on any asset other than any asset constituting Collateral, (iv) if such Incremental Equivalent Debt is (a) secured on a pari passu basis with the Initial Loans, then such Incremental Equivalent Debt shall be subject to a First Lien Intercreditor Agreement or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent, (b) secured on a junior basis with the Initial Loans, then such Incremental Equivalent Debt shall be subject to the Second Lien Intercreditor Agreement or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent or (c) unsecured and subordinated to the Obligations, then such Incremental Equivalent Debt shall be subject to a Subordination Agreement (or, alternatively, terms in the definitive documentation for such Incremental Equivalent Debt substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent), (vii) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than the then Maturity Date of the Initial Loans and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Initial Loans, (viii) the “MFN” provisions set forth in Section 2.12(e)(B) shall apply to any Incremental Equivalent Debt in the form of loans that is pari passu in right of payment and security with the Initial Loans as if such Incremental Equivalent Debt were an Incremental Facility that is pari passu in right of payment and security with the Initial Loans and (ix) except as otherwise set forth in this clause (g), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders or holders providing such Incremental Equivalent Debt, than those applicable to the Loans (except for covenants or other provisions (a) conformed (or added) in the Loan Documents, for the benefit of the Lenders holding Loans, pursuant to an amount not amendment thereto subject solely to exceed the reasonable satisfaction of the Administrative Agent (provided that if such Incremental Amount Equivalent Debt is no longer outstanding, then at the option of the Borrower, such covenants or other provisions shall be removed from the Loan Documents pursuant to an amendment thereto) or (b) applicable only to periods after the Latest Maturity Date at the time of incurrence); provided that that any the issuance or incurrence of such Incremental Amounts established pursuant to Section 2.14 Equivalent Debt) or such terms and conditions shall be current market terms for such type of Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted as reasonably determined in good faith by the pro forma calculation of the applicable ratioBorrower), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) . It is understood that Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under either clause (i)(A) or clause (i)(B) of the Ratio-Based Incremental Facilitiesimmediately preceding sentence as selected by the Borrower in its sole discretion, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, including by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or designating any portion of Incremental Equivalent Debt originally designated in excess of an amount permitted to be incurred under such clause (i)(A) at the time of such incurrence as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility clause (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”i)(B).

Incremental Equivalent Debt. (a) The Parent Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent to the Administrative Agentissue, specifying incur or otherwise obtain Indebtedness of Borrowers in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans or other indebtedness, if secured, shall may be secured by the Collateral on a first junior lien “equal and ratable” basis or a pari passu basis with the Liens on 2018 Refinancing Term Loans, 2021 Incremental Term Loans and Revolving Credit Loans), and, in the Collateral securing case of notes, issued in a public offering, Rule 144A or other private placement or bridge in lieu of the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations foregoing, in each case over case, that are issued or made in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”); provided that (i) (A) after giving Pro Forma Effect to both (x) the issuance or incurrence of such Incremental Equivalent Debt (assuming a borrowing of the maximum credit available thereunder) and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Equivalent Debt ranks pari passu in right of security with the Term B Loans and Revolving Credit Loans, the First Lien Net Leverage Ratio does not exceed 2.00:1.00 and (2) if such Incremental Equivalent Debt ranks junior in right of security with the Term B Loans and Revolving Credit Loans, the Secured Net Leverage Ratio does not exceed 2.00:1.00 or (B) together with such Incremental Equivalent Debt, the aggregate principal amount of Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Term Loans made and Incremental Revolving Credit Commitments established under Section 2.16(d)(iii)(B) does not exceed the sum of (a) $385,000,000 plus (b) the principal amount of any voluntary prepayments of Term Loans (other than to the extent made with the proceeds of Indebtedness (other than the incurrence of Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility)), (ii) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Equivalent Debt, (iii) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral, (iv) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (v) the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (vi) if such Incremental Equivalent Debt is (a) secured on a pari passu basis with the Term B Loans and Revolving Credit Loans, then such Incremental Equivalent Debt shall be subject to a new or then-existing First Lien Intercreditor Agreement to which a Senior Representative acting on behalf of the holders of such Incremental Equivalent Debt shall become a party or otherwise subject to another lien subordination or intercreditor arrangement satisfactory to the Borrower and the Administrative Agent or (b) secured on a junior basis with the Term B Loans and Revolving Credit Loans, then such Incremental Equivalent Debt shall be subject to a new or then-existing Second Lien Intercreditor Agreement to which a Senior Representative of the holders of such Incremental Equivalent Debt shall become a party or otherwise subject to another lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent, (vii) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than the then Maturity Date and a Weighted Average Life to Maturity which is no shorter than the Weighted Average Life to Maturity of the Term B Loans, (viii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata (but not greater than pro rata) to the Term Loans required to be secured on a first lien basis, except with respect to customary “AHYDO catch up payments” and except with respect to customary offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default; provided that any such Incremental Equivalent Debt that is junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory repurchases and prepayments with respect to customary offers to repurchase and prepayment events upon an asset sale or event of loss on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans), (ix) the provisions set forth in Section 2.16(e)(iii) shall apply to any Incremental Equivalent Debt in the form of loans that ranks pari passu in right of payment and security with the Term B Loans and Revolving Credit Loans as if such Incremental Equivalent Debt were a Class of Incremental Term Loans that is pari passu in right of payment and security with the Term B Loans and (x) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Lead Borrower) to the lenders or holders providing such Incremental Equivalent Debt, than those applicable to the Term B Loans (except for covenants or other provisions (a) conformed (or added) in the Loan Documents, for the benefit of the Lenders holding Term B Loans, pursuant to an amount not amendment thereto subject solely to exceed the Incremental Amount reasonable satisfaction of the Administrative Agent or (b) applicable only to periods after the Latest Maturity Date at the time of incurrence); provided that that any the issuance or incurrence of such Incremental Amounts established pursuant to Section 2.14 Equivalent Debt) or such terms and conditions shall be current market terms for such type of Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted as reasonably determined in good faith by the pro forma calculation of the applicable ratioLead Borrower), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) . It is understood that Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under either clause (i)(A) or clause (i)(B) of the Ratio-Based Incremental Facilitiesimmediately preceding sentence as selected by the Lead Borrower in its sole discretion, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, including by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or designating any portion of Incremental Equivalent Debt originally designated in excess of an amount permitted to be incurred under such clause (i)(A) at the time of such incurrence as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility clause (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassificationi)(B). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).106

Incremental Equivalent Debt. (a) The Parent Borrowers may, upon notice to Administrative Agent by the Borrower Representative, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent issue, incur or otherwise obtain Indebtedness of the Borrowers (and any Permitted Refinancing thereof) not to exceed the Administrative AgentIncremental Cap, specifying in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans issued in a public offering, Rule 144A or other indebtednessprivate placement, in each case, that rank pari passu or junior in right of payment and security with the Obligations or are unsecured and that are issued or made in lieu of Revolving Commitment Increases and/or Incremental Term Commitments (the “Incremental Equivalent Debt”); provided that (i) such Incremental Equivalent Debt shall not be subject to any Guaranty by any Person other than a Credit Party, (ii) the obligations in respect thereof shall not be secured by any Lien on any asset of the Initial Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (iv) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence; provided that, if securedthe proceeds of such Incremental Equivalent Debt are used to finance a Limited Condition Transaction, such condition shall only refer to no Event of Default at the time the definitive transaction agreement for such Limited Condition Transaction is entered into and, on the date of incurrence thereof, both immediately before and after giving effect thereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom, (v) the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to Administrative Agent), (vi) such Incremental Equivalent Debt shall be subject to an Acceptable Intercreditor Agreement, (vii) such Incremental Equivalent Debt (other than a customary bridge loan intended to be converted into, exchanged for or refinanced with long-term Indebtedness the maturity date of which provides for an automatic extension of the maturity date thereof to a date that is no earlier than the Latest Maturity Date) shall have a final maturity date which is no earlier than the Latest Maturity Date and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Initial Term Loans (or earlier than the 91st day after the Maturity Date for junior lien or unsecured Incremental Equivalent Debt), (viii) such Incremental Equivalent Debt that is unsecured or junior in right of security to the liens securing the Initial Term Loans shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied on a pro rata or a less than pro rata basis than the Term Loans and except with respect to customary offers to repurchase and prepayment events upon a Change of Control, asset sale or event of loss and a customary NAI-1537228099v31537241654v2 acceleration right after an event of default), (ix) any Incremental Equivalent Debt secured by the Collateral on a first lien “equal and ratable” pari passu basis with the Liens Initial Term Loans and Revolving Loans may participate (on not more than a pro rata basis) in any mandatory prepayments of the Collateral securing Term Facilities, (x) the provisions set forth in Section 2.24(e)(iii) shall apply to any Incremental Equivalent Debt in the form of term loans and (y) rank pari passu in right of payment and security with the Obligations or on under Term Loans as if such Incremental Equivalent Debt were a “junior” basis Class of Incremental Term Loans that is pari passu in right of payment and security with the Liens on Initial Term Loans and (z) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as determined by the Collateral securing Borrower Representative in good faith) to the Obligations in each case over the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (holders providing such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”, than those applicable to the Initial Term Loans (except for covenants or other provisions (a) if more favorable to the holders providing such Incremental Equivalent Debt, conformed (or added) in the Credit Documents, for the benefit of the Lenders holding Initial Term Loans, pursuant to an amount not amendment thereto subject solely to exceed the Incremental Amount reasonable satisfaction of Administrative Agent or (b) applicable only to periods after the Latest Maturity Date at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such issuance or incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Parent or Borrower may from time to time after the Closing DateBorrowers may, upon notice by Parent the delivery to the Administrative Agent, Agent of notice thereof specifying in reasonable detail the proposed terms thereofthereof not less than ten days, request and not more than sixty days, prior to the proposed effective date thereof (the “Incremental Equivalent Debt Effective Date”), issue or incur incur, in lieu of Incremental Term Loans, Indebtedness consisting of one or more series of senior securedsecured first lien notes, senior unsecuredjunior lien notes, senior subordinated or junior lien loans, subordinated notes or loans or any other indebtedness (which senior unsecured notes or loans unsecured loans, in each case, issued in a public offering, Rule 144A or other indebtednessprivate placement transactions, if secured, shall be or secured by the Collateral on a first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations in each case over the same (unsecured mezzanine Indebtedness or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties debt securities (such notes or loans or other indebtednessIndebtedness, collectively, “Incremental Equivalent Debt”) ), in an aggregate principal amount not to exceed the Incremental Amount sum of (at i) so long as the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (First Lien Leverage Ratio after giving effect to the extent permitted by the pro forma calculation of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person and the use of proceeds therefrom) on a pro forma basis (who may be the Administrative Agent, if it so agrees)but without netting cash proceeds thereof) does not exceed 2.25:1.00, the “Incremental Amount plus (ii) so long as each of the Total Leverage Ratio and the First Lien Leverage Ratio after giving effect to the incurrence of such Incremental Equivalent Debt Arranger(and the use of proceeds therefrom) on a pro forma basis (but without netting cash proceeds thereof) do not exceed the Total Leverage Ratio and the First Lien Leverage Ratio, respectively, immediately prior to such incurrence, an amount equal to the amount of Term Loans substantially concurrently repaid with the proceeds of such Incremental Equivalent Debt (any such refinancing under this clause (ii), a “Specified Term Loan Refinancing”)., it being understood and agreed that (x) any Specified Term Loan Refinancing shall be subject to the other terms of this Agreement relating to prepayment of the Term Loans, including, without limitation, Section 2.10 and (y) the prepayment of Term Loans in connection with any Specified Term Loan Refinancing will not (except with respect to Incremental Equivalent Debt as set forth in this clause (ii)) increase the capacity to incur Indebtedness under this Agreement. Anything herein to the contrary notwithstanding:

Incremental Equivalent Debt. (a) The Parent A Borrower or Borrower may any Loan Party may, at any time or from time to time after the Closing Date, upon notice by Parent to the Administrative Agentissue, specifying incur or otherwise obtain Indebtedness of a Borrower or any Loan Party in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes may be unsecured or loans or other indebtedness, if secured, shall be secured by on the Non-Super Priority Collateral on a first junior lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations Obligations), in each case over case, that are issued or made in lieu of Incremental Term Commitments (the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”) in an amount not to exceed the Incremental Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (Ai) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of Incremental Equivalent Debt and any Incremental Term Loans made shall not exceed the Incremental Cap, (ii) such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, not be subject to any Guarantee by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of other than a Loan Party, (iii) if such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees)is secured, the “obligations in respect thereof shall not be secured by any Lien on any asset of the Borrower or any Restricted Subsidiary other than any asset constituting Non-Super Priority Collateral, (iv) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence; provided that, in connection with any Incremental Equivalent Debt, the primary purpose of which is to finance a Limited Condition Transaction, the lenders providing such Incremental Equivalent Debt Arranger”may waive in full or in part the condition set forth in this clause (iv) (other than with respect to any Event of Default under Section 7.1(a)(1)., Section 7.1(a)(7) or Section 7.1(a)(8)), (v) if such Incremental Equivalent Debt is (a) secured on a junior basis to the Obligations, then such Incremental Equivalent Debt shall be subject to a Junior Lien Intercreditor Agreement reflecting the second (or more junior) lien status of the Liens securing such Indebtedness or (b) unsecured and/or contractually subordinated to the Obligations, then any such contractually subordinated Incremental Equivalent Debt shall be subject to a Subordination Agreement (or, alternatively, terms in the definitive documentation for such Incremental Equivalent Debt substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent), (vi) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than the Maturity Date of the Initial Term Loans and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Initial Term Loans, (vii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption, scheduled repayment, sinking fund obligation or other payment (other than periodic interest payments) prior to the earliest maturity date permitted by clause (vi) above except with respect to customary “AHYDO catch-up payments,” customary mandatory prepayments in respect of excess cash flow and proceeds of dispositions (which shall be on a junior basis with any mandatory prepayments of Term Loans hereunder), customary acceleration rights upon an event of default and customary offers to repurchase and prepayment events upon a change of control and (viii) except as otherwise set forth in this clause (g), such Incremental Equivalent Debt shall have terms (other than with respect to pricing, interest rate margins and rate floors) that are either market or that are substantially similar to, or (taken as a whole) not materially less favorable (as reasonably determined by the Borrower in good faith) to the Borrower and its Restricted Subsidiaries than those applicable to the then-existing Term Loans (except for covenants or other provisions (1) which are conformed in (or added to) the Loan Documents for the benefit of the Lenders of the then-existing Term Loans or (2) applicable only to periods after the Latest Maturity Date and revolving credit commitments existing at the time of the issuance or incurrence of such

Incremental Equivalent Debt. (a) The Parent Borrower may, upon notice to Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent issue, incur or otherwise obtain Indebtedness (and any Permitted Refinancing thereof) in an aggregate amount not to exceed the Administrative AgentIncremental Cap, specifying in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes or loans issued in a public offering, Rule 144A or other indebtednessprivate placement, in each case, that rank pari passu or junior in right of payment and security with the Obligations or are unsecured and that are issued or made in lieu of an Incremental Revolving Commitment Increase and/or Incremental Term Loans (the “Incremental Equivalent Debt”); provided that (i) such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (ii) the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings or any Restricted Subsidiary other than any asset constituting Collateral, (iv) at the time that any such Incremental Equivalent Debt is made or established, no Event of Default shall have occurred and be continuing; provided that, in the case of Incremental Equivalent Debt the proceeds of which will be used to finance a Limited Condition Acquisition, (1) no Event of Default shall have occurred and be continuing at the time that the definitive documentation with respect to such Limited Condition Acquisition is entered into by the parties thereto and (2) no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing at the time that any such 12 AMERICAS 107083989 2036643.08-NYCSR03A - MSW Incremental Equivalent Debt is incurred or established, as applicable, (v) [reserved], (vi) if secured, such Incremental Equivalent Debt shall be subject to an Intercreditor Agreement, (vii) such Incremental Equivalent Debt (other than a customary bridge loan intended to be refinanced with a securities offering the maturity date of which provides for an automatic extension of the maturity date thereof to a date that is no earlier than the latest maturity date for any then outstanding Term Loans and the Weighted Average Life to Maturity of which is equal to or greater than the Weighted Average Life to Maturity of the Initial Term Loans) shall have a final maturity date which is no earlier than latest maturity date for any then outstanding Term Loans and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Initial Term Loans, (viii) such Incremental Equivalent Debt that is unsecured or junior in right of security to the liens securing the Initial Term Loans shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied on a less than pro rata basis than the Term Loans and except with respect to customary offers to repurchase and prepayment events upon a Change of Control, asset sale or event of loss and a customary acceleration right after an event of default), (ix) any Incremental Equivalent Debt secured by the Collateral on a first lien “equal and ratable” pari passu basis with the Liens Initial Term Loans and Revolving Loans may participate (on not more than a pro rata basis) in any mandatory prepayments of the Collateral securing Term Facilities, (ix) in the Obligations event such Incremental Equivalent Debt is in the form of term loans (or a note with substantially the same characteristics as a term loan) and secured on a “junior” pari passu basis with the Liens on Initial Term Loans, if the Collateral securing Effective Yield for such Indebtedness is greater than the Obligations in each case over Effective Yield for the same Initial Term Loans by more than 0.50% per annum, then the Effective Yield for the Initial Term Loans shall be increased to the extent necessary so that the Effective Yield for the Initial Term Loans are equal to the Effective Yield for such Indebtedness minus 0.50% per annum (or less) Collateral provided that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”) in LIBOR floor” applicable to the outstanding Initial Term Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Indebtedness prior to any increase in the Applicable Rate applicable to such Initial Term Loans then outstanding) and (x) except as otherwise set forth in this clause (h), such Incremental Amount Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) either, at the option of the Borrower, (I) reflect market terms and conditions (taken as a whole) at the time of incurrence, issuance or effectiveness (as determined by the Borrower in good faith) or are reasonably acceptable to the Administrative Agent or (II) are not materially more restrictive of Holdings and its Restricted Subsidiaries (when taken as a whole) than the terms and conditions of the Loan Documents (when taken as a whole) (except, in the case of either clause (I) or (II); , for covenants or other provisions applicable only to periods after the latest Term Maturity Date of the Term Facility or any Incremental Term Loans) (provided that that any Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by that any financial maintenance covenant or other more materially restrictive term is added for the pro forma calculation benefit of any such Incremental Equivalent Debt, the terms and conditions of such indebtedness will be deemed not to be more restrictive than the terms and conditions of the applicable ratio)Loan Documents if such financial maintenance covenant or other more materially restrictive term is also added for the benefit of the Term Loans and any Incremental Term Loans, second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, and (B) Incremental Equivalent Debt pursuant no consent shall be required from the Administrative Agent for terms or conditions that are not market terms or are more restrictive than the Loan Documents if such terms are added to the Loan Documents). 12 AMERICAS 107083989 2036643.08-NYCSR03A - MSW 117. Notwithstanding anything to the contrary, this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from 2.20 shall supersede any such incurrence may be utilized provisions in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant Section 2.18 or Section 9.02 to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”)contrary.

Incremental Equivalent Debt. (a) The Parent Borrower may, upon notice to the Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent to issue, incur or otherwise obtain Indebtedness of the Administrative Agent, specifying Borrower (and any Permitted Refinancing thereof) in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which notes may be unsecured or loans secured on a junior lien basis or other indebtedness, if secured, shall a pari passu basis with the Obligations under Term Loans required to be secured by the Collateral on a first lien “equal and ratable” basis with basis), and, in the Liens on case of notes, issued in a public offering, Rule 144A or other private placement or bridge in lieu of the Collateral securing the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations foregoing, in each case over case, that are issued or made in lieu of Incremental Commitments (the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans or other indebtedness, collectively, “Incremental Equivalent Debt”); provided that (i) (A) after giving Pro Forma Effect to both (x) the issuance or incurrence of such Incremental Equivalent Debt (assuming a borrowing of the maximum credit thereunder) and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Equivalent Debt is secured, the Secured Net Leverage Ratio calculated on a Pro Forma Basis does not exceed either (I) 3.75:1.00 or (II) solely if such Incremental Equivalent Debt is incurred in connection with a Permitted Acquisition, the Secured Net Leverage Ratio immediately prior to the issuance or incurrence of such Incremental Equivalent Debt and the consummation of such Permitted Acquisition, and (2) if such Incremental Equivalent Debt is unsecured, either (I) (x) the Total Net Leverage Ratio calculated on a Pro Forma Basis does not exceed 4.25:1.00 or (y) the Consolidated Cash Interest Coverage Ratio calculated on a Pro Forma Basis is no less than 2.00:1.00, or (II) solely in the case of Incremental Equivalent Debt incurred in connection with a Permitted Acquisition, either (x) the Total Net Leverage Ratio calculated on a Pro Forma Basis does not exceed the Total Net Leverage Ratio immediately prior to the issuance or incurrence of such Incremental Equivalent Debt and the consummation of such Permitted Acquisition, or (y) the Consolidated Cash Interest Coverage Ratio calculated on a Pro Forma Basis is no less than the Consolidated Cash Interest Coverage Ratio immediately prior to the issuance or incurrence of such Incremental Equivalent Debt and the consummation of such Permitted Acquisition, or (B) together with such Incremental Equivalent Debt, the aggregate principal amount of Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Loans made under Section 2.14(d)(iii)(B) does not exceed the sum of (a) the greater of (x) $475,000,000 and (y) 100% of Consolidated EBITDA plus (b) the principal amount of any voluntary prepayments of Term Loans (other than to the extent made with the proceeds of Indebtedness (other than the incurrence of Revolving Loans or extensions of credit under any other revolving credit or similar facility)), (ii) such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (iii) if such Incremental Equivalent Debt is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (iv) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (v) if such Incremental Equivalent Debt is secured, the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (vi) if such Incremental Equivalent Debt is (a) secured on a pari passu basis with the Obligations under Term Loans that are secured on a first lien basis by Term Priority Collateral, then such Incremental Equivalent Debt shall be subject to a First Lien Pari Passu Intercreditor Agreement, (b) secured on a junior basis with the Obligations under Term Loans that are secured on a first lien basis by the Term Priority Collateral, then such Incremental Equivalent Debt shall be subject to a Second Lien Intercreditor Agreement or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent or (c) unsecured and subordinated to the Obligations, then such Incremental Equivalent Debt shall be subject to a Subordination Agreement (or, alternatively, terms in the definitive documentation for such Incremental Equivalent Debt substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent), (vii) such Incremental Equivalent Debt (other than in the case of any Permitted Earlier Maturity Debt) shall have a final maturity date which is no earlier than the Maturity Date of the 2020 Replacement Term Loans or, the 2023 Replacement Term Loans or the 2024 Extended Term Loans and a Weighted Average Life to Maturity which is equal to or greater than the then Weighted Average Life to Maturity of the 2020 Replacement Term Loans or, the 2023 Replacement Term Loans or the 2024 Extended Term Loans, (viii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied (x) in the case of Incremental Equivalent Debt that is secured on a junior basis, unsecured or subordinated with the Obligations under Term Loans that are secured on a first lien basis by the Term Priority Collateral, on a less than pro rata basis than the Term Loans and (y) in the case of Incremental Equivalent Debt that is secured on a pari passu basis with the Obligations under Term Loans that are secured on a first lien basis by the Term Priority Collateral, on a pro rata or a less than pro rata basis than the Term Loans that are secured on a first lien basis and except with respect to customary “AHYDO catch-up payments”), offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an amount not event of default, (ix) the provisions set forth in Section 2.14(e)(iii) shall apply to exceed any Incremental Equivalent Debt in the form of loans denominated in Dollars that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis by the Term Priority Collateral as if such Incremental Amount Equivalent Debt were a Class of Incremental Loans that is pari passu in right of payment and security with the 2020 Replacement Term Loans and, the 2023 Replacement Term Loans and the 2024 Extended Term Loans and (x) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as determined by the Borrower in good faith) to the lenders or holders providing such Incremental Equivalent Debt, than those applicable to the 2020 Replacement Term Loans and, the 2023 Replacement Term Loans and the 2024 Extended Term Loans (except for covenants or other provisions (a) if more favorable to the existing Lenders under the 2020 Replacement Term Loans and, the 2023 Replacement Term Loans and the 2024 Extended Term Loans, conformed (or added) in the Loan Documents, for the benefit of the Lenders holding 2020 Replacement Term Loans and, the 2023 Replacement Term Loans and the 2024 Extended Term Loans, pursuant to an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent, (b) applicable only to periods after the Latest Maturity Date at the time of incurrence); provided that that any the issuance or incurrence of such Incremental Amounts established pursuant to Section 2.14 Equivalent Debt) or (c) such terms and conditions shall be current market terms for such type of Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless (as determined by the Borrower elects otherwise, (A) will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the applicable ratioin good faith), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, (B) ). It is understood that Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under either clause (i)(A) or clause (i)(B) of the Ratio-Based Incremental Facilitiesimmediately preceding sentence as selected by the Borrower in its sole discretion, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, including by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or designating any portion of Incremental Equivalent Debt originally designated in excess of an amount permitted to be incurred under such clause (i)(A) at the time of such incurrence as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility clause (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and (ii) Parent may otherwise classify, and may later reclassify, all or any portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”i)(B).

Incremental Equivalent Debt. (a) The Parent Borrower may, upon notice to the Administrative Agent, at any time or Borrower may from time to time after the Closing Date, upon notice by Parent to issue, incur or otherwise obtain Indebtedness of the Administrative Agent, specifying Borrower (and any Permitted Refinancing thereof) in reasonable detail the proposed terms thereof, request to issue or incur respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or any other indebtedness (which may be unsecured or secured on a junior lien basis or, in the case of notes or loans or other indebtednessonly, if secured, shall a pari passu basis with the Obligations under Term Loans and Revolving Credit Loans required to be secured by the Collateral on a first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or on a “junior” basis with the Liens on the Collateral securing the Obligations basis), in each case over issued in a public offering, Rule 144A or other private placement or bridge in lieu of the same foregoing, or senior or subordinated mezzanine Indebtedness (or less) Collateral that secures which may be in the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or form of loans or other indebtednessnotes and limited to being unsecured or secured solely on a junior lien basis), collectivelyin each case, that are issued or made in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the “Incremental Equivalent Debt”) in an amount not to exceed the Incremental Amount (at the time of incurrence); provided that that any Incremental Amounts established pursuant (i) (A) after giving Pro Forma Effect to Section 2.14 and both (x) the issuance or incurrence of such Incremental Equivalent Debt Incurred pursuant to this Section 2.15, unless (assuming a borrowing of the Borrower elects otherwisemaximum credit thereunder) and (y) any Specified Transactions consummated in connection therewith, (A1) will countif such Incremental Equivalent Debt ranks pari passu in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis, firstthe Consolidated First Lien Net Leverage Ratio does not exceed 5.002.50:1.00, to reduce (2) if such Incremental Equivalent Debt ranks junior in right of security with the amount available Obligations under the Ratio-Based Term Loans and Revolving Credit Loans that are secured on a first lien basis, the Secured Net Leverage Ratio does not exceed 6.254.20: 1.00 and (3) if such Incremental Facilities (to Equivalent Debt is unsecured, the extent permitted by the pro forma calculation of the applicable ratio), second to reduce the maximum amount under the Prepayment-Based Incremental Facility and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, Total Net Leverage Ratio does not exceed 6.254.20: 1.00 or (B) together with such Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental FacilitiesDebt, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt incurred pursuant to Section 7.01)) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Incremental Equivalent Debt being so redesignated incurred or issued under this clause (B) and Incremental Term Loans made and Incremental Revolving Credit Commitments established under Section 2.14(d)(iii)(B) (plus the Ratio-Based Second Lien Incremental Facility Usage Amount) does not exceed $85,000,000 (whichprovided, that such amount shall not be reduced by the Term B-2 Loans, Additional Commitments (as defined in Amendment No. 1) or the 2016 Second Lien Incremental Term Loan (as defined in Amendment No.1)), following the Amendment No. 3 Effective Date, $42,600,000 plus the principal amount of any voluntary prepayments of Term Loans made after the Amendment No. 3 Effective Date (to the extent not made with the proceeds of Indebtedness (other than the incurrence of Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility)) plus in the case of any Incremental Equivalent Debt incurred or established after the Amendment No. 3 Effective Date that effectively extends the Maturity Date or any other maturity date with respect to any Class of Loans or Commitments hereunder, an amount equal to the portion of the relevant Class of Loans or Commitments that will be replaced by such Incremental Commitments plus (iv)in the case of any Incremental Equivalent Debt incurred or established after the Amendment No. 3 Effective Date that effectively replaces any Revolving Credit Commitment terminated in accordance with Section 3.07, an amount equal to the relevant terminated Revolving Credit Commitment (and, for the avoidance of doubt, the amount under this clause (i) shall not be reduced by the increase in the Initial Revolving Credit Commitments occurring on the Amendment No. 3 Effective Date), (ii) such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (iii) if such Incremental Equivalent Debt is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (iv) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (v) if such Incremental Equivalent Debt is secured, the effect of increasing security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Cash-Capped Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (vi) if such Incremental Facility and/or Equivalent Debt is (a) secured on a pari passu basis with the Prepayment-Based Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis, then such Incremental FacilityEquivalent Debt shall be subject to a First Lien Intercreditor Agreement, (b) secured on a junior basis with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis, then such Incremental Equivalent Debt shall be subject to the Second Lien Intercreditor Agreement or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent or (c) unsecured and subordinated to the Obligations, then such Incremental Equivalent Debt shall be subject to a Subordination Agreement (or, alternatively, terms in the definitive documentation for such Incremental Equivalent Debt substantially similar to those in such applicable agreement, as applicable, agreed by the Dollar Amount Borrower and Administrative Agent), (vii) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than the then Maturity Date and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Term B-3 Loans, (viii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Term Loans required to be secured on a first lien basis and except with respect to customary “AHYDO catch-up payments”, offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) and (ix) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders or holders providing such Incremental Equivalent Debt, than those applicable to the Term B-3 Loans (except for covenants or other provisions (a) conformed (or added) in the Loan Documents, for the benefit of the Lenders holding Term B-3 Loans, pursuant to an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent or (b) applicable only to periods after the Latest Maturity Date at the time of the issuance or incurrence of such redesignated Incremental Equivalent Debt) or such terms and (ii) Parent may otherwise classify, and may later reclassify, all or any portion conditions shall be current market terms for such type of Indebtedness as incurred as a Prepayment-Based Incremental Facility, Ratio-Based Incremental Facility or Cash-Capped Incremental Facility on the date of incurrence and thereafter to the extent otherwise permitted on the date of such classification (or the date of any such reclassification). The Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be as reasonably determined in good faith by the Administrative Agent, if it so agreesBorrower), the “. It is understood that Incremental Equivalent Debt Arranger”may be incurred under either clause (i)(A) or clause (i)(B) of the immediately preceding sentence as selected by the Borrower in its sole discretion, including by designating any portion of Incremental Equivalent Debt in excess of an amount permitted to be incurred under such clause (i)(A) at the time of such incurrence as incurred under such clause (i)(B).