Common use of Incremental Equivalent Debt Clause in Contracts

Incremental Equivalent Debt. (a) At any time and from time to time after the Acquisition Effective Date, subject to the terms and conditions set forth herein, the Borrower may issue one or more series of Incremental Equivalent Debt in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) shall not be guaranteed by any Person other than the Subsidiary Guarantors and shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the Collateral, and (iii) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis points.

Incremental Equivalent Debt. (a) At any time and from time to time after the Acquisition Effective Date, subject to the terms and conditions set forth herein, the The Borrower may issue utilize availability under the Incremental Facilities in respect of one or more series of Incremental Equivalent Debt senior unsecured notes or term loans or senior secured first lien notes or term loans or senior secured junior lien (as compared to the Liens securing the Secured Obligations) term loans, in each case, if secured, that will be secured by Liens on the Collateral on an pari passu or junior priority basis (as applicable) with the Liens on Collateral securing the Secured Obligations, and issued in a public offering, Rule 144A or other private placement or loan origination pursuant to an indenture, credit agreement or otherwise, in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt when combined exceed, together with the aggregate amount of all Revolving Credit Commitment Increases and all Incremental Term Loans and Loans, the Available Incremental Term Loan Commitments under Section 2.4, Amount (“Incremental Revolving Commitments under Section 3.16, and any other Equivalent Debt”); provided that such Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall in all cases, be subject to does not mature earlier than the terms and conditions applicable to Incremental Latest Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through Maturity Date (vas determined as of the date of incurrence of such 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, (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 shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the Collateral, and (iiiv) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debtextent secured, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect customary intercreditor arrangements reasonably satisfactory to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time Borrower and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis pointsAdministrative Agent.

Incremental Equivalent Debt. (a) At any time and from time to time after The Borrower may, other than during the Acquisition Effective DateCovenant Adjustment Period, subject to utilize availability under the terms and conditions set forth herein, the Borrower may issue Incremental Facilities in respect of one or more series of Incremental Equivalent Debt senior unsecured notes or term loans or senior secured first lien notes or term loans or senior secured junior lien (as compared to the Liens securing the Secured Obligations) term loans, in each case, if secured, that will be secured by Liens on the Collateral on an pari passu or junior priority basis (as applicable) with the Liens on Collateral securing the Secured Obligations, and issued in a public offering, Rule 144A or other private placement or loan origination pursuant to an indenture, credit agreement or otherwise, in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt when combined exceed, together with the aggregate amount of all Revolving Credit Commitment Increases and all Incremental Term Loans and Loans, the Available Incremental Term Loan Commitments under Section 2.4, Amount (“Incremental Revolving Commitments under Section 3.16, and any other Equivalent Debt”); provided that such Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall in all cases, be subject to does not mature earlier than the terms and conditions applicable to Incremental Latest Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through Maturity Date (vas determined as of the date of incurrence of such 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, (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 shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the Collateral, and (iiiv) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debtextent secured, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect customary intercreditor arrangements reasonably satisfactory to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time Borrower and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis pointsAdministrative Agent.

Incremental Equivalent Debt. (a) At Borrowers may, upon notice to Administrative Agent by the Borrower Representative, at any time and or from time to time after the Acquisition Effective Closing Date, subject issue, incur or otherwise obtain Indebtedness of the Borrowers (and any Permitted Refinancing thereof) not to exceed the terms and conditions set forth hereinIncremental Cap, the Borrower may issue in respect of one or more series of loans or notes issued in a public offering, Rule 144A or other private 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 in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and after giving effect to the issuance of any Debt”); provided that (i) such Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall in all cases, not be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) shall not be guaranteed any Guaranty by any Person other than a Credit Party, (ii) the Subsidiary Guarantors and obligations in respect thereof shall not be secured by any Lien on any property or asset of the Initial Borrower and its Subsidiaries or any Restricted Subsidiary other than the any asset constituting Collateral, (iv) no Event of Default shall have occurred and (iii) shall contain covenantsbe continuing or would exist immediately after giving effect to such incurrence; provided that, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions proceeds of such Incremental Equivalent Debt or drafts are used to finance a Limited Condition Transaction, such condition shall only refer to no Event of Default at the documentation relating 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, stating that no Specified Event of Default shall have occurred and be continuing or would result therefrom, (v) the Borrower has determined in good faith that security agreements and other collateral documents relating to such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything substantially similar to the contrary contained in this Section 2.5(bCollateral Documents (with such differences as are reasonably satisfactory to Administrative Agent), (ivi) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi)an Acceptable Intercreditor Agreement, and (iivii) if the 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 incurred 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 pari passu basis with the Initial Term Loans and Revolving Loans may participate (on not more than a pro rata basis) in any mandatory prepayments of the Term Facilities, (x) the provisions set forth in Section 2.24(e)(iii) shall apply to any Incremental Equivalent Debt in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, term loans and (y) rank pari passu in right of payment and security with the Obligations under Term Loans as if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to were a Class of Incremental Term Loans then outstanding (that is pari passu in right of payment and security with such All-In Yield with respect to the then existing Initial Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (Bz) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to except as otherwise set forth in this clause (h), such Incremental Equivalent Debt minus 50 basis pointsshall 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) At The Borrower or any time and Guarantor may from time to time after the Acquisition Effective Date, subject to the terms and conditions set forth herein, the Borrower may Closing Date issue one or more series of senior secured, senior unsecured, senior subordinated, subordinated notes, loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured, are secured on a first lien “equal and ratable” basis with the Liens securing the Obligations or secured on a “junior” basis with the Liens securing the Obligations, in each case over the same (or a lesser portion of) Collateral that secures the Term Loan Facility) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes, loans and/or Extendable Bridge Loans/Interim Debt, collectively, “Incremental Equivalent Debt Debt”) in an aggregate principal amount not to exceed the Available Incremental Amount as (at the time of incurrence, provided that (i) no Event of Default would exist after giving Pro Forma Effect to any such request (except in connection with any acquisition or similar Investment permitted hereunder, where no Event of Default under Sections 8.01(a), (f) or (g) shall be the standard), and (ii) any such incurrence of Incremental Equivalent Debt shall be in a minimum amount of the date lesser of (x) $5,000,000 and after giving effect (y) the entire amount that may be requested under this Section 2.17; provided, further, that any New Loan Commitments established pursuant to Section 2.16 and Incremental Equivalent Debt issued pursuant to this Section 2.17, (A) at Borrower’s option, will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the issuance extent compliant therewith), second, to reduce the amount available under the Prepayment-Based Incremental Facilities and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilities, (B) Incremental Equivalent Debt Incurred pursuant to this Section 2.17 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facilities and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions, at Borrower’s option, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.03 (other than any Ratio Debt incurred pursuant to Section 7.03) (including, without limitation, pursuant to clause (b)(15) thereof)) 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) the Borrower, in its sole discretion, may redesignate all or any portion of Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the time of such redesignation, the Borrower would be permitted to incur the aggregate principal amount of 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 or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Incremental Equivalent Debt). The Borrower may appoint any Person as arranger of such Incremental Equivalent Debt when combined with (such Person (who may be the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4Administrative Agent, Incremental Revolving Commitments under Section 3.16if it so agrees), and any other the “Incremental Equivalent Debt under this Section 2.5Arranger”). (b) The issuance As a condition precedent to the incurrence of any Incremental Equivalent Debt pursuant to this Section 2.5 2.17, (i) such Incremental Equivalent Debt shall not be Guaranteed by any Person that is not a Loan Party or that does not become a Loan Party and, to the extent secured, such Incremental Equivalent Debt shall be secured either on a first lien “equal and ratable” basis with the Term Loan Facility or on a “junior” basis with the Term Loan Facility, in all caseseach case over the same (or less) Collateral that secures the Term Loan Facility, (ii) to the extent secured, such Incremental Equivalent Debt shall be subject to Applicable Intercreditor Arrangements, (iii) such Incremental Equivalent Debt shall have a final maturity no earlier than the then Latest Maturity Date, provided, that Extendable Bridge Loans/Interim Debt, customary escrow arrangements and Incremental Equivalent Debt in an amount not in excess of the Inside Maturity Basket may have a maturity date earlier than the Latest Maturity Date, (iv) the Weighted Average Life to Maturity of such Incremental Equivalent Debt shall not (A) be shorter than that of any then-existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the terms final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, event of loss or similar event or change of control provisions and conditions applicable customary acceleration rights after an event of default, (y) special mandatory redemptions in connection with customary escrow arrangements or (z) so-called “AHYDO” payments); provided, that, with respect to Extendable Bridge Loans/Interim Debt and Incremental Equivalent Debt in an amount not in excess of the Inside Maturity Basket at the time of Incurrence, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through Loans, (v), ) such Incremental Equivalent Debt (iiother than any Extendable Bridge Loans/Interim Debt) shall not be guaranteed by subject to any Person mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata (or greater than pro rata) to the Term Loans and other Incremental Equivalent Debt that is secured on a pari passu basis with the Obligations), (vi) with respect to any Incremental Equivalent Debt consisting of term loans that are pari passu in right of payment with the Term Loan Facility, secured on a pari passu basis with the Term Loan Facility, denominated in Dollars, and incurred on or prior to the date that is twenty-four (24) months after the Closing Date, the MFN Provision shall be applicable thereto as though such loans were a New Term Facility (provided that this clause (vi) shall not apply to any Incremental Equivalent Debt that is in an aggregate amount for all New Term Facilities and/or Incremental Equivalent Debt of less than the Subsidiary Guarantors greater of $950,000,000 and shall not be secured by any Lien on any property or asset 50% of the Borrower and its Subsidiaries other than the Collateral, Four Quarter Consolidated EBITDA) and (iiivii) shall contain the covenants, events of default, guarantees (if any) guarantees, collateral and other terms of such Incremental Equivalent Debt are customary for similar debt instruments securities or loans in light of then-prevailing market conditions at the time of issuance, incurrence (as determined by the Borrower in good faith) (it being understood that (A) no Incremental Equivalent Debt in the form of term loans or notes shall include any financial maintenance covenants, but that customary cross-acceleration provisions may be included and (B) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence-based; provided, that any such negative covenants applicable to Extendable Bridge Loans/Interim Debt may be maintenance covenants) (provided that, at Borrower’s option, delivery of a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent Incremental Equivalent Debt Arranger in good faith at least three Business Days (or such shorter period as may be agreed by the Incremental Equivalent Debt Arranger) prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if satisfy such requirement unless the Incremental Equivalent Debt is incurred Arranger provides notice to the Borrower of its objection during such three Business Day period (including a reasonable description of the basis upon which it objects)). Notwithstanding the foregoing, (x) to the extent any terms of any Incremental Equivalent Debt are more favorable to the existing Lenders than comparable terms existing in the form Loan Documents, such terms (if favorable to the existing Lenders) shall either (i) be applicable only during periods after the then Latest Maturity Date of Permitted Pari Passu Indebtedness that is floating rate debtany other outstanding Term Loans, New Term Loans, Specified Refinancing Term Loans or Extended Term Loans, as applicable or (ii) in consultation with the Administrative Agent, be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment requirements and (y) the terms of any Incremental Equivalent Debt may be incorporated if otherwise reasonably satisfactory to the Borrower, the Incremental Equivalent Debt Arranger and the Administrative Agent. Subject to the foregoing, the conditions precedent to each such incurrence shall be agreed to by the creditors providing such Incremental Equivalent Debt shall be subject to and the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and Borrower. (iic) if The Lenders hereby authorize the Incremental Equivalent Debt is incurred Arranger (and the Lenders hereby authorize the Incremental Equivalent Debt Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any Incremental Equivalent Debt with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the form reasonable opinion of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any Incremental Equivalent Debt Arranger and the Borrower in connection with the incurrence of such Incremental Equivalent Debt, in each case on terms consistent with this Section 2.17. If the Incremental Equivalent Debt incurred Arranger is greater than not the highest applicable All-in-Yield that mayAdministrative Agent, under any circumstancesthe actions authorized to be taken by the Incremental Equivalent Debt Arranger herein shall be done in consultation with the Administrative Agent and, be payable with respect to Term Loans then outstanding applicable documentation (with such All-In Yield with respect including amendments to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time this Agreement and the LIBOR Swap Equivalent Rate and (B) other Loan Documents), any comments to such documentation reasonably requested by the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans Administrative Agent shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis pointsreflected therein.

Incremental Equivalent Debt. (a) At The Borrowers may, upon notice to the Administrative Agent, at any time and or from time to time after the Acquisition Effective Closing Date, subject to issue, incur or otherwise obtain Indebtedness of the terms and conditions set forth herein, the Borrower may issue Borrowers in respect of one or more series of secured first lien loans or notes (provided that such Liens on the Term Loan Priority Collateral shall rank pari passu with the Liens on the Term Loan Priority Collateral securing the Obligations under this Agreement (but without regard to control of remedies)), junior lien loans or notes, subordinated unsecured loans or notes or senior unsecured loans or notes, in the case of any securities issued in a public offering, Rule 144A or other private placement or bridge financing in lieu of the foregoing, or senior or subordinated mezzanine Indebtedness (which may be in the form of loans or notes and limited to being unsecured or secured solely on a junior lien basis), in each case, that are issued or made in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the “Incremental Equivalent Debt”); provided that (i) the aggregate amount of Incremental Equivalent Debt (together with Incremental Term Loans and the Incremental Revolving Credit Commitments) incurred pursuant to this Section 2.14 shall not exceed the Available Incremental Amount (it being understood that (I) the Borrowers may elect to use clause (C) of the Available Incremental Amount prior to clause (A) or (B) and regardless of whether there is capacity under clause (A) or (B), and if clauses (A), (B) and (C) are available and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (C), (II) the Borrowers may reclassify utilizations among clauses (A), (B) and (C) of the Available Incremental Amount if, at the time of such reclassification, the Borrowers would be permitted to incur the aggregate principal amount of Indebtedness being so reclassified, and (III) if amounts incurred under clause (A) or (B) of the Available Incremental Amount are incurred concurrently with the incurrence of Incremental Loans or Incremental Commitments and/or Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance on clause (A) or (B) of the Available Incremental Amount or any amounts pursuant to a fixed dollar basket in Section 7.03, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio or the Fixed Charge Coverage Ratio shall be calculated without giving effect to such amounts incurred (or commitments obtained) in reliance on the foregoing clause (A) or (B) or such fixed dollar basket in Section 7.03), (ii) such Incremental Equivalent Debt shall rank pari passu in right of payment with, or junior in right of payment to, the Obligations under the then existing Term Loans and Revolving Credit Loans and will either be secured solely by the same Collateral securing the Obligations (and to the extent (x) secured by any Applicable Lien, shall be subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable) or be unsecured, (iii) such Incremental Equivalent Debt shall not have a final scheduled maturity date earlier than the Maturity Date of the Term B Loans (other than (I) 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 criteria and (II) any Incremental Equivalent Debt in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and after giving effect to the issuance of any then available Inside Maturity Basket), (iv) such Incremental Equivalent Debt when combined with shall have a Weighted Average Life to Maturity not shorter than the aggregate amount remaining Weighted Average Life to Maturity of all Incremental the Term B Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and (prior to any extension thereto) (other Incremental Equivalent Debt under this Section 2.5. than (bI) The issuance of any Incremental Equivalent Debt pursuant 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 Section 2.5 criteria and (iII) shall any Incremental Equivalent Debt in all cases, be subject an aggregate amount not to exceed the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (vthen available Inside Maturity Basket), (iiv) shall not be guaranteed by any Person other than the Subsidiary Guarantors and shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the Collateral, and subject to clauses (iii) shall contain covenants, events of default, guarantees and (if anyiv) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debtabove, such Incremental Equivalent Debt shall have amortization determined by the Borrowers and the applicable lenders, (vi) any Incremental Equivalent Debt consisting of first lien syndicated term loans incurred in reliance on clauses (B) and (C) of the Available Incremental Amount shall be subject to Section 2.14(e)(iii) solely to the extent required thereby and not otherwise excluded by the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi)thereof, and (iivii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than shall have fees, if any, determined by the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time Borrowers and the LIBOR Swap Equivalent Rate applicable arranger(s); and (Bviii) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 may participate on a pro rata basis pointsor less than or greater than pro rata basis in any voluntary prepayments of other Classes of Term Loans; and may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except for prepayments with respect to any Refinancing Indebtedness thereof and other than with any Class of Term Loans with an earlier Maturity Date as compared with such Incremental Equivalent Debt)) in any mandatory prepayments of Term Loans.

Incremental Equivalent Debt. (a) At The Borrowers or any time and Guarantor may from time to time after the Acquisition Effective Closing Date, subject upon notice by the Borrower Representative to the Administrative Agent, specifying in reasonable detail the proposed terms and conditions set forth hereinthereof, the Borrower may request to issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes or loans or, in each case, Extendable Bridge Loans in lieu thereof (which notes or loans (or Extendable Bridge Loans), if secured by the Collateral, are secured on a first lien “equal and ratable” basis with the Liens securing the Obligations or secured on a “junior” basis with the Liens securing the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes or loans (or Extendable Bridge Loans), collectively, “Incremental Equivalent Debt Debt”) in an aggregate principal amount not to exceed the Available Incremental Amount as (at the time of incurrence); provided that (i) no Event of Default would exist after giving Pro Forma Effect to any such request subject Section 1.02(i), and (ii) any such incurrence of Incremental Equivalent Debt shall be in a minimum amount of the date lesser of (x) a Dollar Amount of $20,000,000 and after giving effect (y) the entire amount that may be requested under this Section 2.15; provided, further, that any Incremental Commitments established pursuant to Section 2.14 and Incremental Equivalent Debt incurred pursuant to this Section 2.15, (A) will count, first, to reduce the amount available under Prepayment-Based Incremental Facilities, second, to reduce the amount available under the Ratio-Based Incremental Facilities (to the issuance extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio required prior to the incurrence of such Ratio-Based Incremental Facility) and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilities and (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under both the Ratio-Based Incremental Facilities and the Cash-Capped 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 and then calculating the incurrence under the Cash-Capped Incremental Facilities. The Borrower may appoint any Person as arranger of such Incremental Equivalent Debt when combined with (such Person (who may be the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4Administrative Agent, Incremental Revolving Commitments under Section 3.16if it so agrees), and any other the “Incremental Equivalent Debt under this Section 2.5Arranger”). (b) The issuance As a condition precedent to the incurrence of any Incremental Equivalent Debt pursuant to this Section 2.5 2.15, (i) such Incremental Equivalent Debt shall in all casesnot be Guaranteed by any Person that is not a Loan Party or that does not become a Loan Party, (ii) to the extent secured by the Collateral, such Incremental Equivalent Debt shall be subject to intercreditor arrangements that are reasonably satisfactory to the Incremental Equivalent Debt Arranger and, if such Incremental Equivalent Debt Arranger is not the Administrative Agent, the Administrative Agent); (iii) such Incremental Equivalent Debt shall have a final maturity no earlier than the then Latest Maturity Date; provided, that Extendable Bridge Loans /Interim Debt and Specified New Term Loans may have a maturity date earlier than the Latest Maturity Date, (iv) the Weighted Average Life to Maturity of such Incremental Equivalent Debt shall not (A) be shorter than that of any then-existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the terms final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, event of loss or similar event or change of control provisions and conditions applicable customary acceleration rights after an event of default or (y) AHYDO payments) provided, that, with respect to Incremental Extendable Bridge Loans and Specified New Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through Loans, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, (v), ) such Incremental Equivalent Debt (iiother than any Extendable Bridge Loans) shall not be guaranteed by subject to any Person 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 and other than Indebtedness that is secured on a pari passu basis with the Subsidiary Guarantors and shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the Collateral, Obligations) and (iiivi) shall contain subject to the Guaranty and Security Principles, the covenants, events of default, guarantees (if any) guarantees, collateral and other terms of such Incremental Equivalent Debt are customary for similar debt instruments securities or loans in light of then-prevailing market conditions at the time of issuanceincurrence (it being understood that (x) no Incremental Equivalent Debt in the form of term loans or notes shall include any financial maintenance covenants (including indirectly by way of a cross-default to this Agreement), but that customary cross-acceleration provisions may be included and (y) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence based); and (vii) (A) prior to the six-month anniversary of the Second Amendment Effective Date, with respect to any Incremental Equivalent Debt that is in the form of a senior secured term loan ranking pari passu with the Term Loans and that is denominated in Dollars that are not Specified New Term Loans and which have a maturity date less than two years after the Maturity Date applicable to the Initial Term Loans, the All-in Yield applicable to such Incremental Equivalent Debt shall be determined by the Borrowers and the Lenders providing such Incremental Equivalent Debt and shall not be more than 50 basis points higher than the corresponding All-in Yield for the Initial Term Loans, unless the All-in Yield with respect to the Initial Term Loans is increased to the amount necessary so that the difference between the All-in Yield with respect to such Incremental Equivalent Debt and the corresponding All-in Yield on the Initial Term Loans is equal to 50 basis points and (B) prior to the twelve (12)-month anniversary of the Fourth Amendment Effective Date, with respect to any Incremental Equivalent Debt that is in the form of a senior secured term loan ranking pari passu with the Term Loans and that is denominated in Euros that are not Specified New Term Loans and which have a maturity date less than two years after the Maturity Date applicable to the 2020 Incremental Euro Term Loans, the All-in Yield applicable to such Incremental Equivalent Debt shall be determined by the Borrowers and the Lenders providing such Incremental Equivalent Debt and shall not be more than 50 basis points higher than the corresponding All-in Yield for the 2020 Incremental Euro Term Loans, unless the All-in Yield with respect to the 2020 Incremental Euro Term Loans is increased to the amount necessary so that the difference between the All-in Yield with respect to such Incremental Equivalent Debt and the corresponding All-in Yield on the 2020 Incremental Euro Term Loans is equal to 50 basis points ; provided that, if the Adjusted Eurocurrency Rate in respect of such Incremental Equivalent Debt includes a floor greater than the floor applicable to the analogous existing Term Loan Tranche, such increased amount shall be equated to interest rate for purposes of determining the applicable interest rate under such Incremental Equivalent Debt, it being understood that in such circumstances, the Adjusted Eurocurrency Rate floor applicable to the applicable Term Loan Tranche, and not the Applicable Rate, shall be increased) (provided that a certificate of a Responsible Officer of the Lux Borrower delivered to the Administrative Agent Incremental Equivalent Debt Arranger in good faith at least five Business Days prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Lux Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if satisfy such requirement unless the Incremental Equivalent Debt is incurred Arranger provides notice to the Borrowers of its objection during such five Business Day period (including a reasonable description of the basis upon which it objects) and provided, further, that if the terms of the Incremental Equivalent Debt are substantially identical to the Senior Notes or the Term Loans, the conditions in this clause (b) shall be deemed to be satisfied). For the avoidance of doubt, Incremental Equivalent Debt in the form of Permitted Pari Passu Indebtedness that is floating rate debtnotes shall not benefit from any “most favored nation” pricing protection. Notwithstanding the foregoing, the conditions precedent to each such Incremental Equivalent Debt increase shall be subject agreed to by the terms Lenders providing such increase and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and the Borrowers. (iic) if The Lenders hereby authorize the Incremental Equivalent Debt is incurred Arranger (and the Lenders hereby authorize the Incremental Equivalent Debt Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary or appropriate in order to secure any Incremental Equivalent Debt with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the form reasonable opinion of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any Incremental Equivalent Debt Arranger and the Borrower Representative in connection with the issuance of such Incremental Equivalent Debt incurred Debt, in each case on terms consistent with this Section 2.15. If the Incremental Notes Arranger is greater than not the highest applicable All-in-Yield that mayAdministrative Agent, under any circumstancesthe actions authorized to be taken by the Incremental Notes Arranger herein shall be done in consultation with the Administrative Agent and, be payable with respect to Term Loans then outstanding applicable documentation (with such All-In Yield with respect including amendments to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time this Agreement and the LIBOR Swap Equivalent Rate and (B) other Loan Documents), any comments to such documentation reasonably requested by the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans Administrative Agent shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis points.reflected therein

Incremental Equivalent Debt. (a) At any time and Any Loan Party may from time to time after the Acquisition Effective Date, subject to the terms and conditions set forth herein, the Borrower may Closing Date issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes, loans or Extendable Bridge Loans/Interim Debt (such notes, loans and/or Extendable Bridge Loans/Interim Debt, collectively, “Incremental Equivalent Debt Debt”) in an aggregate principal amount not to exceed the Available Incremental Amount (at the time of incurrence, subject to Section 1.02(i)); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist immediately after giving effect to any such incurrence of Incremental Equivalent Debt, and (ii) any such incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $5,000,000 (or the equivalent Dollar Amount) and (y) the entire amount that may be requested under this Section 2.15; provided, further, that the aggregate principal amount of Incremental Equivalent Debt Incurred pursuant to this Section 2.15 and incurred by Non-Loan Party Subsidiaries shall not exceed the Non-Loan Party Sublimit as of the date of and after giving effect Incurrence (subject to Section 1.02(i)); provided, further, that (A) unless the Borrowers elect otherwise, (x) the Borrowers shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the issuance extent compliant therewith) prior to using amounts under the Effective Extension Incremental Facility, the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility and (y) the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of any such the Cash-Capped Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Facility, (B) New Loan Commitments under pursuant to Section 2.42.14, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 2.15, Ratio Debt and Ratio Acquisitions Debt may be incurred substantially concurrently under the Ratio-Based Incremental Facility (to the extent compliant therewith), the Effective Extension Incremental Facility, the Prepayment-Based Incremental Facility and the Cash-Capped Incremental Facility or any combination of any of the foregoing, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions by, unless the Parent Borrower elects otherwise, first, calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of (x) any amounts incurred substantially concurrently pursuant to the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility, (y) any amounts incurred substantially concurrently under any fixed basket under Section 7.01 or (z) any revolving credit loans incurred substantially concurrently with such single transaction or series of related transactions) 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 Effective Extension Incremental Facility, the Prepayment-Based Incremental Facility and the Cash-Capped Incremental Facility, as applicable, (C) all or any portion of Indebtedness originally designated as incurred under the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility shall automatically cease to be deemed incurred under the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (for the avoidance of doubt, which determination shall be made without duplication of such Indebtedness originally designated as incurred under the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility) (which, for the avoidance of doubt, shall have the effect of increasing the Prepayment-Based Incremental Facility and/or the Cash-Capped Incremental Facility, as applicable, by all or such portion, as applicable, of the aggregate principal amount of such Indebtedness), and (D) solely for the purpose of cash netting in calculating the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio to determine the availability under the Ratio-Based Incremental Facility at the time of incurrence, any cash proceeds of any New Loan Commitments incurred pursuant to Section 2.14, any Incremental Equivalent Debt Incurred pursuant to this Section 2.15, any Ratio Debt and any Ratio Acquisitions Debt, in each case, incurred at such test date shall be excluded for purposes of calculating Adjusted Cash or Cash Equivalents. The Borrowers may appoint any Person as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”). (b) Notwithstanding anything to the contrary, (i) Any Incremental Equivalent Debt, (A) if incurred or Guaranteed by the Borrowers or any Guarantor, shall in all cases, not be subject to Guaranteed by any Subsidiary that is not a Loan Party or does not become a Loan Party substantially concurrently with the terms and conditions applicable to incurrence of such Incremental Term Loan Commitments set forth under Section 2.4(b)(iiiEquivalent Debt (except as permitted by clause (2) and Section 2.4(c)(ii) through (vof the second proviso below), (iiB) shall not be guaranteed if secured by a lien on all or any Person other than portion of the Subsidiary Guarantors and Collateral, shall not be secured by any assets other than assets that constitute Collateral (except for assets of Non-Loan Party Subsidiaries securing Indebtedness permitted by clause (2) of the second proviso below), and (C) at the option of the Borrowers, shall be secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans, secured by a lien on the Collateral on a junior basis to the Initial Term Loans, secured by a Lien on any property or asset assets not constituting Collateral (to the extent constituting assets of Non-Loan Party Subsidiaries securing Indebtedness permitted by clause (2) of the Borrower second proviso below) or unsecured; provided that, if such Incremental Equivalent Debt is incurred under the Effective Extension Incremental Facility, (x) such Incremental Equivalent Debt may be secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans only to the extent such Incremental Equivalent Debt effectively extends the maturity date of First Lien Specified Debt, and its Subsidiaries other than (y) such Incremental Equivalent Debt may be secured by a lien on the Collateral only to the extent such Incremental Equivalent Debt effectively extends the maturity date of First Lien Specified Debt or Junior Lien Specified Debt; provided, further, that, (1) if such Incremental Equivalent Debt is secured by a lien on all or any portion of the Collateral, such Incremental Equivalent Debt shall be subject to Applicable Intercreditor Arrangements and (2) the aggregate principal amount of such Indebtedness Incurred by Non-Loan Party Subsidiaries in respect of such Incremental Equivalent Debt shall not exceed the Non-Loan Party Sublimit as of the date of Incurrence (subject to Section 1.02(i)), (ii) any Incremental Equivalent Debt, (i) that is secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans, shall not (A) have a final maturity earlier than the Latest Maturity Date for the then outstanding Initial Term Loans and (B) have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of, the then outstanding Initial Term Loans; provided, that Extendable Bridge Loans/Interim Debt and amounts not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket may have a maturity date earlier than the Latest Maturity Date for the then outstanding Initial Term Loans and, with respect to Extendable Bridge Loans/Interim Debt and amounts not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket, the Weighted Average Life to Maturity thereof may be shorter than the remaining Weighted Average Life to Maturity of the then outstanding Initial Term Loans, or (ii) that is secured by a lien on the Collateral on a junior basis to the Initial Term Loans or unsecured, shall not (A) have a final maturity earlier than the Latest Maturity Date for the then outstanding Initial Term Loans and (B) have any amortization, (iii) any Incremental Equivalent Debt (other than any Extendable Bridge Loans/Interim Debt) shall contain covenants, events of default, guarantees not be subject to any mandatory redemption or prepayment provisions or rights (if anyexcept to the extent any such mandatory redemption or prepayment is required to be applied pro rata (or greater than pro rata) to the Initial Term Loans and other Incremental Equivalent Debt that is secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans), (iv) the terms customary and conditions (excluding pricing, rate floors, discounts, fees, optional prepayment and redemption terms) are, taken as a whole, not materially more restrictive to the Borrower Parties than those applicable to the Initial Term Loans (taken as a whole) (except for similar debt instruments in light (w) terms and conditions that are reasonably acceptable to the Administrative Agent, (x) terms and conditions applicable only to periods after the Maturity Date of then-prevailing market conditions the Initial Term Loans and existing at the time of issuanceincurrence or issuance of such Incremental Equivalent Debt, it being understood (y) as are incorporated into this Agreement (or any other applicable Loan Document) for the benefit of the applicable Lenders (to the extent applicable to such Lender) (which may be accomplished without further amendment voting requirements) or (z) that reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Parent Borrower in good faith); provided that, at the Borrowers’ option, delivery of a certificate of a Responsible Officer of the Parent Borrower delivered to the Administrative Agent Incremental Equivalent Debt Arranger in good faith at least three Business Days (or such shorter period as may be agreed by the Incremental Equivalent Debt Arranger) prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has Borrowers have determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if satisfy such requirement unless the Incremental Equivalent Debt Arranger provides notice to the Borrowers of its objection during such three Business Day (or shorter) period (including a reasonable description of the basis upon which it objects)), and (v) any Incremental Equivalent Debt that is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt term loans secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans shall be subject to the terms and conditions applicable MFN Provision; provided that this clause (v) shall not apply to (I) any Incremental Equivalent Debt that has a final maturity later than the Latest Maturity Date of the then outstanding Initial Term Loan Commitments under Section 2.4(c)(vi)Loans, (II) any Incremental Equivalent Debt that is incurred in connection with an acquisition or investment, and (iiIII) if Incremental Equivalent Debt in an aggregate amount not exceeding the greater of (x) $188,000,000 and (y) 100.0% of Four Quarter Consolidated EBITDA at the time of Incurrence. (c) The Lenders hereby authorize the Incremental Equivalent Debt is incurred Arranger (and the Lenders hereby authorize the Incremental Equivalent Debt Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to secure any Incremental Equivalent Debt with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the form reasonable opinion of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any Incremental Equivalent Debt Arranger and the Borrowers in connection with the incurrence of such Incremental Equivalent Debt, in each case on terms consistent with this Section 2.15. If the Incremental Equivalent Debt incurred Arranger is greater than not the highest applicable All-in-Yield that mayAdministrative Agent, under any circumstancesthe actions authorized to be taken by the Incremental Equivalent Debt Arranger herein shall be done in consultation with the Administrative Agent and, be payable with respect to Term Loans then outstanding applicable documentation (with such All-In Yield with respect including amendments to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time this Agreement and the LIBOR Swap Equivalent Rate and (B) other Loan Documents), any comments to such documentation reasonably requested by the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans Administrative Agent shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis pointsreflected therein.

Incremental Equivalent Debt. (a) At any time and The Parent or Borrower may from time to time after the Acquisition Effective Closing Date, subject upon notice by Parent to the Administrative Agent, specifying in reasonable detail the proposed terms and conditions set forth hereinthereof, the Borrower may 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 Debt”) in an aggregate principal amount not to exceed the Available Incremental Amount as (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 date 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 giving effect the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the issuance aggregate principal amount of any such Incremental Equivalent Debt when combined with being so redesignated under the aggregate amount Ratio-Based Incremental Facility (which, for the avoidance of all doubt, shall have the effect of increasing the Cash-Capped Incremental Term Loans Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16(ii) Parent may otherwise classify, and may later reclassify, all or any other 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 under this Section 2.5(such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”). (b) The issuance As a condition precedent to the incurrence of any Incremental Equivalent Debt pursuant to this Section 2.5 2.15, (i) such Incremental Equivalent Debt shall in all cases, not be subject to the terms and conditions applicable to Incremental Term Guaranteed by any Person that is not a Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v)Party or that does not become a Loan Party, (ii) shall not be guaranteed by any Person other than to the Subsidiary Guarantors and shall not be extent secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the Collateral, and (iii) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi)an Acceptable Intercreditor Agreement, and (iiiii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater shall have a final maturity no earlier than the highest applicable Allthen Latest Maturity Date of the Term Facilities; provided, that Extendable Bridge Loans/Interim Debt may have a maturity date earlier than the Latest Maturity Date of the Term Facilities, (iv) the Weighted Average Life to Maturity of such Incremental Equivalent Debt shall not be shorter than that of any then-in-Yield existing Term Loan Tranche unless the Term Lenders are also offered by the Borrower the same amortization amounts for the corresponding year (provided that mayeach Term Lender will be deemed to have rejected such offer unless such Term Lender notifies the Administrative Agent that it has accepted such offer by 11 a.m. five (5) Business Days (or such longer period which the Borrower agrees) after the date of such offer; provided, under any circumstancesthat, be payable with respect to Extendable Bridge Loans/Interim Debt , the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, (v) such Incremental Equivalent Debt, shall, for purposes of prepayments, be treated substantially the same as (and in any event no more favorably than) any Term Facility unless the Borrower otherwise elects (but in any event no more favorably than the existing Term Loans then outstanding with respect to mandatory prepayments), (vi) such Incremental Equivalent Debt shall not require mandatory prepayments to be made except to the extent required to be applied first pro rata (or greater than pro rata) to the Term Facilities and any pari passu secured Incremental Equivalent Debt and (vii) subject to clauses (iii) and (iv) above with respect to final maturity and Weighted Average Life to Maturity, the amortization schedules, any fees payable in connection with such All-In Yield with respect Incremental Equivalent Debt and all other terms of such Incremental Equivalent Debt will be as agreed between the Borrower and the applicable providers of such Incremental Equivalent Debt; provided, that notwithstanding the foregoing, such Incremental Equivalent Debt shall not have covenants and events of default (excluding pricing and optional prepayment and redemption terms) that are materially more restrictive (as determined by Parent in good faith) when taken as a whole than the covenants and events of default applicable to the then existing Term Loans calculated using Facilities unless such more restrictive covenants and/or events of default (Aw) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and are incorporated into this Agreement (Bor any other applicable Loan Document) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then benefit of all existing Lenders of Term Loans shall be increased (to the extent necessary so that applicable to such Lender of Term Loans) without further amendment requirements (which amendment may be effected by only Parent and the yield is equal Administrative Agent), (x) are applicable only to periods after the Latest Maturity Date of the Term Facilities existing at the time of incurrence of such Incremental Equivalent Debt, (y) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by Parent in good faith) or (z) are reasonably satisfactory to the Borrower, the Incremental Equivalent Debt Arranger and the Administrative Agent. Subject to the foregoing, the conditions precedent to each such incurrence shall be agreed to by the applicable creditors providing such Incremental Equivalent Debt minus 50 basis pointsand the Borrower. For the avoidance of doubt, Incremental Equivalent Debt shall not be subject to any “most favored nation” protections. (c) The Lenders hereby authorize the Incremental Equivalent Debt Arranger (and the Lenders hereby authorize the Incremental Equivalent Debt Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary, desirable or appropriate in order to secure any Incremental Equivalent Debt with the Collateral and/or to make such technical amendments as may be necessary, desirable or appropriate in the reasonable opinion of the Incremental Equivalent Debt Arranger and the Borrower in connection with the incurrence of such Incremental Equivalent Debt, in each case on terms consistent with this Section 2.15. If the Incremental Equivalent Debt Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Equivalent Debt Arranger herein shall be done in consultation with the Administrative Agent and, with respect to applicable documentation (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein.

Incremental Equivalent Debt. (a) At The Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time and or from time to time after the Acquisition Effective Closing Date, subject to the terms and conditions set forth hereinissue, the Borrower may issue incur or otherwise obtain Indebtedness of Borrowers in respect of one or more series of senior or subordinated notes or loans (which may be secured on a junior lien basis or a pari passu basis with the 2018 Refinancing Term Loans, 2021 Incremental Term Loans and Revolving Credit Loans), and, in the case of notes, issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, in 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 aggregate principal amount not to exceed the Available Incremental Amount as of the date of and Debt”); provided that (i) (A) after giving effect Pro Forma Effect to both (x) the issuance or incurrence of any such Incremental Equivalent Debt when combined (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 all Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Term Loans made and Incremental Term Loan Revolving Credit Commitments established under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. 2.16(d)(iii)(B) does not exceed the sum of (a) $385,000,000 plus (b) The issuance the principal amount of any Incremental Equivalent Debt pursuant to this Section 2.5 voluntary prepayments of Term Loans (i) shall in all cases, be subject other than to the terms and conditions applicable to Incremental Term Loan Commitments set forth extent made with the proceeds of Indebtedness (other than the incurrence of Revolving Credit Loans or extensions of credit under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (vany other revolving credit or similar facility)), (ii) shall not be guaranteed by any 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 Subsidiary Guarantors and obligations in respect thereof shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries 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, (iiiv) shall contain covenants, events of default, guarantees (if any) the security agreements and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered collateral documents relating to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything substantially similar to the contrary contained in this Section 2.5(bCollateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (ivi) if the such Incremental Equivalent Debt is incurred in (a) secured on a pari passu basis with the form of Permitted Pari Passu Indebtedness that is floating rate debtTerm 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 terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if 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 incurred in no earlier than the form then Maturity Date and a Weighted Average Life to Maturity which is no shorter than the Weighted Average Life to Maturity of Permitted Pari Passu Indebtedness 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 is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred that is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield junior in right of payment or security with respect to the then 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 calculated using that are pari passu in right of payment and security with the Term B Loans), (Aix) the higher provisions set forth in Section 2.16(e)(iii) shall apply to any Incremental Equivalent Debt in the form of the Eurocurrency Rate at such time loans that ranks pari passu in right of payment and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent security with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term B Loans shall be increased to the extent necessary so that the yield is equal to and Revolving Credit Loans as if such Incremental Equivalent Debt minus 50 basis pointswere 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 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 Incremental Equivalent Debt) or such terms and conditions shall be current market terms for such type of Incremental Equivalent Debt (as reasonably determined in good faith by the Lead Borrower). It is understood that Incremental Equivalent Debt may be incurred under either clause (i)(A) or clause (i)(B) of the immediately preceding sentence as selected by the Lead 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).

Incremental Equivalent Debt. (a) At any time and Any Loan Party may from time to time after the Acquisition Effective Date, subject to the terms and conditions set forth herein, the Borrower may Closing Date issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes, loans or Extendable Bridge Loans/Interim Debt (such notes, loans and/or Extendable Bridge Loans/Interim Debt, collectively, “Incremental Equivalent Debt Debt”) in an aggregate principal amount not to exceed the Available Incremental Amount (at the time of incurrence, subject to Section 1.02(i)); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist immediately after giving effect to any such incurrence of Incremental Equivalent Debt, and (ii) any such incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $5,000,000 (or the equivalent Dollar Amount) and (y) the entire amount that may be requested under this Section 2.15; provided, further, that the aggregate principal amount of Incremental Equivalent Debt Incurred pursuant to this Section 2.15 and incurred by Non-Loan Party Subsidiaries shall not exceed the Non-Loan Party Sublimit as of the date of and after giving effect Incurrence (subject to Section 1.02(i)); provided, further, that (A) unless the Borrower elects otherwise, (x) the Borrower shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the issuance extent compliant therewith) prior to using amounts under the Effective Extension Incremental Facility, the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility and (y) the Borrower shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of any such the Cash-Capped Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Facility, (B) New Loan Commitments under pursuant to Section 2.42.14, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 2.15, Ratio Debt and Ratio Acquisitions Debt may be incurred substantially concurrently under the Ratio-Based Incremental Facility (to the extent compliant therewith), the Effective Extension Incremental Facility, the Prepayment-Based Incremental Facility and the Cash-Capped Incremental Facility or any combination of any of the foregoing, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions by, unless the Borrower elects otherwise, first, calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of (x) any amounts incurred substantially concurrently pursuant to the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility, (y) any amounts incurred substantially concurrently under any fixed basket under Section 7.01 or (z) any revolving credit loans incurred substantially concurrently with such single transaction or series of related transactions) 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 Effective Extension Incremental Facility, the Prepayment-Based Incremental Facility and the Cash-Capped Incremental Facility, as applicable, (C) all or any portion of Indebtedness originally designated as incurred under the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility shall automatically cease to be deemed incurred under the Prepayment-Based Incremental Facility or the Cash-Capped 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 Indebtedness under the Ratio-Based Incremental Facility (for the avoidance of doubt, which determination shall be made without duplication of such Indebtedness originally designated as incurred under the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility) (which, for the avoidance of doubt, shall have the effect of increasing the Prepayment-Based Incremental Facility and/or the Cash-Capped Incremental Facility, as applicable, by all or such portion, as applicable, of the aggregate principal amount of such Indebtedness), and (D) solely for the purpose of cash netting in calculating the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio to determine the availability under the Ratio-Based Incremental Facility at the time of incurrence, any cash proceeds of any New Loan Commitments incurred pursuant to Section 2.14, any Incremental Equivalent Debt Incurred pursuant to this Section 2.15, any Ratio Debt and any Ratio Acquisitions Debt, in each case, incurred at such test date shall be excluded for purposes of calculating Adjusted Cash or Cash Equivalents. The Borrower may appoint any Person as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”). (b) Notwithstanding anything to the contrary, (i) shall in all cases, be subject to the terms and conditions applicable to Any Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v)Equivalent Debt, (iiA) shall not be guaranteed Guaranteed by any Person other than Subsidiary that is not a Loan Party or does not become a Loan Party substantially concurrently with the Subsidiary Guarantors and incurrence of such Incremental Equivalent Debt (except as permitted by clause (2) of the second proviso below), (B) shall not be secured by any assets other than assets that constitute Collateral (except for assets of Non-Loan Party Subsidiaries securing Indebtedness permitted by clause (2) of the second proviso below), and (C) at the option of the Borrower, shall be secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans, secured by a lien on the Collateral on a junior basis to the Initial Term Loans, secured by a Lien on any property or asset assets not constituting Collateral (to the extent constituting assets of Non-Loan Party Subsidiaries securing Indebtedness permitted by clause (2) of the Borrower second proviso below) or unsecured; provided that, if such Incremental Equivalent Debt is incurred under the Effective Extension Incremental Facility, (x) such Incremental Equivalent Debt may be secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans only to the extent such Incremental Equivalent Debt effectively extends the maturity date of First Lien Specified Debt, and its Subsidiaries other than (y) such Incremental Equivalent Debt may be secured by a lien on the Collateral only to the extent such Incremental Equivalent Debt effectively extends the maturity date of First Lien Specified Debt or Junior Lien Specified Debt; provided, further, that, (1) if such Incremental Equivalent Debt is secured by a lien on all or any portion of the Collateral, such Incremental Equivalent Debt shall be subject to Applicable Intercreditor Arrangements and (2) the aggregate principal amount of such Indebtedness Incurred by Non-Loan Party Subsidiaries in respect of such Incremental Equivalent Debt shall not exceed the Non-Loan Party Sublimit as of the date of Incurrence (subject to Section 1.02(i)), (ii) any Incremental Equivalent Debt, (i) that is secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans, shall not (A) have a final maturity earlier than the Latest Maturity Date for the then outstanding Initial Term Loans and (B) have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of, the then outstanding Initial Term Loans; provided, that Extendable Bridge Loans/Interim Debt and amounts not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket may have a maturity date earlier than the Latest Maturity Date for the then outstanding Initial Term Loans and, with respect to Extendable Bridge Loans/Interim Debt and amounts not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket, the Weighted Average Life to Maturity thereof may be shorter than the remaining Weighted Average Life to Maturity of the then outstanding Initial Term Loans, or (ii) that is secured by a lien on the Collateral on a junior basis to the Initial Term Loans or unsecured, shall not (A) have a final maturity earlier than the Latest Maturity Date for the then outstanding Initial Term Loans and (B) have any amortization, (iii) any Incremental Equivalent Debt (other than any Extendable Bridge Loans/Interim Debt) shall contain covenants, events of default, guarantees not be subject to any mandatory redemption or prepayment provisions or rights (if anyexcept to the extent any such mandatory redemption or prepayment is required to be applied pro rata (or greater than pro rata) to the Initial Term Loans and other Incremental Equivalent Debt that is secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans), (iv) the terms customary and conditions (excluding pricing, rate floors, discounts, fees, optional prepayment and redemption terms) are, taken as a whole, not materially more restrictive to the Borrower Parties than those applicable to the Initial Term Loans (taken as a whole) (except for similar debt instruments in light (w) terms and conditions that are reasonably acceptable to the Administrative Agent, (x) terms and conditions applicable only to periods after the Maturity Date of then-prevailing market conditions the Initial Term Loans and existing at the time of issuanceincurrence or issuance of such Incremental Equivalent Debt, it being understood (y) as are incorporated into this Agreement (or any other applicable Loan Document) for the benefit of the applicable Lenders (to the extent applicable to such Lender) (which may be accomplished without further amendment voting requirements) or (z) that reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith); provided that, at the Borrower’s option, delivery of a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent Incremental Equivalent Debt Arranger in good faith at least three Business Days (or such shorter period as may be agreed by the Incremental Equivalent Debt Arranger) prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if satisfy such requirement unless the Incremental Equivalent Debt Arranger provides notice to the Borrower of its objection during such three Business Day (or shorter) period (including a reasonable description of the basis upon which it objects)), and (v) any Incremental Equivalent Debt that is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt term loans secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans shall be subject to the terms and conditions applicable MFN Provision; provided that this clause (v) shall not apply to (I) any Incremental Equivalent Debt that has a final maturity later than the Latest Maturity Date of the then outstanding Initial Term Loan Commitments under Section 2.4(c)(vi)Loans, (II) any Incremental Equivalent Debt that is incurred in connection with an acquisition or investment, and (iiIII) if Incremental Equivalent Debt in an aggregate amount not exceeding the greater of (x) $204,000,000 and (y) 100.0% of Four Quarter Consolidated EBITDA at the time of Incurrence. (c) The Lenders hereby authorize the Incremental Equivalent Debt is incurred Arranger (and the Lenders hereby authorize the Incremental Equivalent Debt Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any Incremental Equivalent Debt with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the form reasonable opinion of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any Incremental Equivalent Debt Arranger and the Borrower in connection with the incurrence of such Incremental Equivalent Debt, in each case on terms consistent with this Section 2.15. If the Incremental Equivalent Debt incurred Arranger is greater than not the highest applicable All-in-Yield that mayAdministrative Agent, under any circumstancesthe actions authorized to be taken by the Incremental Equivalent Debt Arranger herein shall be done in consultation with the Administrative Agent and, be payable with respect to Term Loans then outstanding applicable documentation (with such All-In Yield with respect including amendments to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time this Agreement and the LIBOR Swap Equivalent Rate and (B) other Loan Documents), any comments to such documentation reasonably requested by the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans Administrative Agent shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis pointsreflected therein.

Incremental Equivalent Debt. (a) At any time and Any Loan Party may from time to time after the Acquisition Effective Date, subject to the terms and conditions set forth herein, the Borrower may Closing Date issue one or more series of senior secured, senior unsecured, senior subordinated, subordinated notes, loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured, are secured by the Collateral on a first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or secured on a “junior” basis with the Liens on the Collateral securing the Obligations; it being understood senior secured, pari passu term loans shall be incurred in reliance on Section 2.14) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes, loans and/or Extendable Bridge Loans/Interim Debt, collectively, “Incremental Equivalent Debt Debt”) in an aggregate principal amount not to exceed the Available Incremental Amount as (at the time of incurrence, subject to Section 1.02(i)) minus the outstanding principal balance of all loans and all unfunded commitments extended under Section 2.14; provided that (i) no Event of Default would exist after giving Pro Forma Effect to any such request, subject to Section 1.02(i), and (ii) any such incurrence of Incremental Equivalent Debt shall be in a minimum amount of the date lesser of (x) $2,500,000 and after giving effect (y) the entire amount that may be requested under this Section 2.15; provided, further, that any New Loan Commitments established pursuant to Section 2.14 and Incremental Equivalent Debt issued pursuant to this Section 2.15, (A) at the Borrower’s option, will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the issuance extent compliant therewith) and second, to reduce the amount available under the Prepayment-Based Incremental Facilities, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions, at the Borrowers’ option, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts substantially concurrently utilized pursuant to the Prepayment-Based Incremental Facility) and next, calculating the incurrence under the Prepayment-Based Incremental Facility and (C) the Borrower, in its sole discretion, may redesignate all or any portion of Incremental Equivalent Debt originally designated as incurred under the Prepayment-Based Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the time of such redesignation, the Borrower would be permitted to incur the aggregate principal amount of 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 Prepayment-Based Incremental Facility, as applicable, by the Dollar amount of such redesignated Incremental Equivalent Debt). The Borrower may appoint any Person (other than the Borrower or an Affiliate thereof) as arranger of such Incremental Equivalent Debt when combined with (such Person (who may be the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4Administrative Agent, Incremental Revolving Commitments under Section 3.16if it so agrees), and any other the “Incremental Equivalent Debt under this Section 2.5Arranger”). (b) The issuance As a condition precedent to the incurrence of any Incremental Equivalent Debt pursuant to this Section 2.5 2.15, (i) shall in all cases, be subject to the terms and conditions applicable to such Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) Equivalent Debt shall not be guaranteed Guaranteed by any Person other than the Subsidiary Guarantors that is not a Loan Party or that does not become a Loan Party and shall not be secured by any Lien a lien on any property or asset assets of the Borrower and its Subsidiaries other than a Loan Party that is not part of the Collateral, (ii) be unsecured or secured either on a first lien “equal and ratable” basis with the other Facilities or on a “junior” basis with the other Facilities, in each case over the same (or less) Collateral that secures the Facilities, as applicable (and in each case, such Incremental Equivalent Debt shall be subject to intercreditor and/or subordination arrangements that are reasonably satisfactory to the Incremental Arranger and, if such Incremental Arranger is not the Administrative Agent, the Administrative Agent (acting at the direction of the Ally Representative and the Blackstone Credit Representative)), (iii) such Incremental Equivalent Debt shall contain have a final maturity no earlier than the then Latest Maturity Date; provided, that Extendable Bridge Loans/Interim Debt, and customary escrow arrangements may have a maturity date earlier than the Latest Maturity Date, (iv) the Weighted Average Life to Maturity of such Incremental Equivalent Debt shall not (A) be shorter than that of any then-existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, event of loss or similar event or change of control provisions and customary acceleration rights after an event of default, (y) special mandatory redemptions in connection with customary escrow arrangements or (z) so-called “AHYDO” payments); provided, that, with respect to Extendable Bridge Loans/Interim Debt, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, (v) such Incremental Equivalent Debt (other than any Extendable Bridge Loans/Interim 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 (or greater than pro rata) to the Term Loans and other Incremental Equivalent Debt that is secured on a pari passu basis with the First Out Loan Obligations), (vi) if such Incremental Equivalent Debt is not, or would not be, subordinate in payment priority with the First Out Loan Obligations or is, or would be, secured by a Lien that is not subordinate to each Lien securing the First Out Loan Obligations, such Incremental Equivalent Debt shall be made subject to the priorities and other terms of the Agreement Among Lenders (or such other agreement acceptable to the First Out Lender Representative and the Last Out Lender Representative) and each holder of such Incremental Equivalent Debt shall have become a party to the Agreement Among Lenders (or such other agreement acceptable to the First Out Lender Representative and the Last Out Lender Representative) and (vii) the covenants, events of default, guarantees (if any) guarantees, collateral and other terms (excluding pricing, which shall include, for the avoidance of doubt, any “most favored nation” pricing provisions) of such Incremental Equivalent Debt are customary for similar debt instruments securities or loans in light of then-prevailing market conditions at the time of issuance, incurrence (as determined by the Borrower in good faith) (it being understood that (A) no Incremental Equivalent Debt in the form of term loans or notes shall include any financial maintenance covenants, but that customary cross-acceleration provisions may be included and (B) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence-based; provided, that any such negative covenants applicable to Extendable Bridge Loans/Interim Debt may be maintenance covenants) (provided that, at the Borrower’s option, delivery of a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent Incremental Equivalent Debt Arranger in good faith at least three Business Days (or such shorter period as may be agreed by the Incremental Equivalent Debt Arranger) prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if satisfy such requirement unless the Incremental Equivalent Debt is incurred in Arranger provides notice to the form Borrower of Permitted Pari Passu Indebtedness that is floating rate debtits objection during such three Business Day period (including a reasonable description of the basis upon which it objects)). Subject to the foregoing, the conditions precedent to each such incurrence shall be agreed to by the creditors providing such Incremental Equivalent Debt shall be subject to and the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and Borrower. (iic) if The Lenders hereby authorize the Incremental Equivalent Debt is incurred Arranger (and the Lenders hereby authorize the Incremental Equivalent Debt Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any Incremental Equivalent Debt with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the form reasonable opinion of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any Incremental Equivalent Debt Arranger and the Borrower in connection with the incurrence of such Incremental Equivalent Debt, in each case on terms consistent with this Section 2.15. If the Incremental Equivalent Debt incurred Arranger is greater than not the highest applicable All-in-Yield that mayAdministrative Agent, under any circumstancesthe actions authorized to be taken by the Incremental Equivalent Debt Arranger herein shall be done in consultation with the Administrative Agent and, be payable with respect to Term Loans then outstanding applicable documentation (with such All-In Yield with respect including amendments to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time this Agreement and the LIBOR Swap Equivalent Rate and (B) other Loan Documents), any comments to such documentation reasonably requested by the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans Administrative Agent shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis pointsreflected therein.

Incremental Equivalent Debt. (a) At any time and from time to time after the Acquisition Effective Date, subject to the terms and conditions set forth hereinIn addition, the Borrower may issue one or more series of Incremental Equivalent Debt in an aggregate principal amount not to exceed the Available Incremental Amount as utilize any portion of the date Incremental Facility Increase Amount in effect at such time to issue or incur Indebtedness consisting of and after giving effect 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 any 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 when combined is in the form of term loans or notes that are pari passu with the aggregate amount of all Incremental Initial Term Loans in right of payment and Incremental Term Loan Commitments under Section 2.4with respect to security and, Incremental Revolving Commitments under Section 3.16, and any other if such Incremental Equivalent Debt under 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 Section 2.5. subclause (bii) The issuance of shall not apply to any Incremental Equivalent Debt pursuant 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 Section 2.5 subclause (i) shall in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (vii)), (iiiii) such Incremental Equivalent Debt shall not be guaranteed by any Person other than the Subsidiary Guarantors and 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 be secured by any Lien on any property or asset assets not securing the Loans (unless such assets shall substantially concurrently become a part of the Borrower and its Subsidiaries other than the Collateral, ) and (iiiy) is subject to a customary intercreditor agreement reasonably satisfactory to the Administrative Agent and the Borrower, (v) no Event of Default shall contain covenantshave occurred and be continuing (provided that, events solely with respect to any Incremental Equivalent Debt incurred in connection with a Limited Condition Transaction, (x) no Event of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions Default shall exist at the time of issuanceexecution 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 Latest Maturity Date at such time will be deemed to be satisfactory to the Administrative Agent, (B) terms contained in such Incremental Equivalent Debt that are, taken as a certificate whole, more favorable to the lenders or the agent of a Responsible Officer such Incremental Equivalent Debt and are substantially concurrently conformed (or added) to the Credit Documents for the benefit of the Borrower delivered lenders under the existing Term Loans or the Administrative Agent, as applicable, will be deemed to be satisfactory to the Administrative Agent prior to or 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 Borrower in good faith) will be deemed to be satisfactory to the Administrative Agent) (provided that, to the extent that any financial maintenance covenant is added for the benefit of such Incremental Equivalent Debt, together with a reasonably detailed description no consent shall be required from the Administrative Agent or any of the material terms and conditions of Lenders if such Incremental Equivalent Debt or drafts financial maintenance covenant is either (a) also added for the benefit of the documentation relating thereto, stating that Lenders under the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause Credit Documents or (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to ) only applicable after the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate Latest Maturity Date at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis pointstime).

Incremental Equivalent Debt. (a) At any time and The Borrowers may from time to time after the Acquisition Effective Closing Date, subject upon notice by the Borrowers to the Administrative Agent, specifying in reasonable detail the proposed terms and conditions set forth hereinthereof, the Borrower may 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 “junior” basis 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 Debt”) in an aggregate principal amount not to exceed the Available Incremental Amount as (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 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 date applicable ratio) and second to reduce the maximum amount under the Prepayment-Based Incremental Facility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental 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 Prepayment-Based Incremental Facility) and then IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 calculating the incurrence under the Prepayment-Based Incremental Facility and (C)(i) all or any portion of Incremental Equivalent Debt originally designated as incurred under the Prepayment-Based Incremental Facility shall automatically cease to be deemed incurred under the Prepayment-Based Incremental Facility and shall instead be deemed incurred under the Ratio-Based Incremental Facility from and after giving effect the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the issuance aggregate principal amount of any such Incremental Equivalent Debt when combined with being so redesignated under the aggregate amount Ratio-Based Incremental Facility (which, for the avoidance of all doubt, shall have the effect of increasing the Prepayment-Based Incremental Term Loans Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16(ii) the Borrowers may otherwise classify, and may later reclassify, all or any other portion of Indebtedness as incurred as a Prepayment-Based Incremental Facility or Ratio-Based 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 Borrowers may appoint any Person that is not an Affiliate of the Borrowers as arranger of such Incremental Equivalent Debt under this Section 2.5(such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”). (b) The issuance As a condition precedent to the incurrence of any Incremental Equivalent Debt pursuant to this Section 2.5 2.15, (i) such Incremental Equivalent Debt shall in all cases, not be subject to the terms and conditions applicable to Incremental Term Guaranteed by any Person that is not a Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v)Party or that does not become a Loan Party, (ii) shall not be guaranteed by any Person other than the Subsidiary Guarantors and shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the Collateral, and (iii) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi)Intercreditor Agreement, and (iiiii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater shall have a final maturity no earlier than the highest applicable Allthen Latest Maturity Date of the Term Facilities, provided, that Extendable Bridge Loans may have a maturity date earlier than the Latest Maturity Date of the Term Facilities; provided, further, that, other than in the case of Extendable Bridge Loans, in no event shall any Incremental Equivalent Debt at the time of establishment thereof mature prior to the Maturity Date of the Sustainable Revolving Credit Facility, (iv) the Weighted Average Life to Maturity of such Incremental Equivalent Debt shall not be shorter than that of any then-in-Yield existing Term Loan Tranche unless the Term Lenders are also offered by the Borrowers the same amortization amounts for the corresponding year (provided that mayeach Term Lender will be deemed to have accepted such offer unless such Term Lender notifies the Administrative Agent that it has rejected such offer by 11 a.m. five (5) Business Days (or such longer period to which the Swedish Borrower agrees) after the date of such offer; provided, under any circumstancesthat, be payable with respect to Term Loans Extendable Bridge Loans, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, (v) [reserved], (vi) such Incremental Equivalent Debt shall not require mandatory prepayments to be made except to the extent required to be applied first pro rata (or greater than pro rata) to the Term Facilities, (vii) after giving pro forma effect to the incurrence of such Incremental Equivalent Debt, the Maximum Incremental Amount Condition shall be satisfied, (viii) [reserved] and (ix) subject to clauses (iii), (iv) and (viii) above with respect to final maturity and Weighted Average Life to Maturity, the amortization schedules, any fees payable in connection with such All-In Yield with respect Incremental Equivalent Debt and all other terms of such Incremental Equivalent Debt will be as agreed between the Borrowers and the applicable providers of such Incremental Equivalent Debt; provided, that notwithstanding the foregoing, such Incremental Equivalent Debt shall not have covenants and events of default (excluding pricing and optional prepayment and redemption terms) that are more restrictive (as determined by the Swedish Borrower in good faith) when taken as a whole than the covenants and events of default applicable to the then existing Term Loans calculated using Facilities unless such more restrictive covenants and/or events of default (Ax) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and are incorporated into this Agreement (Bor any other applicable Loan Document) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then benefit of all existing Lenders of Term Loans shall be increased (to the extent necessary so applicable to such Lender of Term Loans) without further amendment requirements (which amendment may be effected by only Parent, the Borrowers and the Administrative Agent) or (y) are applicable only to periods after the Latest Maturity Date of the Term Facilities existing at the time of incurrence of such Incremental Equivalent Debt, provided further that to the yield extent that any Incremental Equivalent Debt has the benefit of a financial covenant that is equal tested prior to the Latest Maturity Date of the Term Facilities existing at the time of the incurrence of such Incremental Equivalent Debt, such financial covenant shall be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders without further amendment requirements. Subject to the foregoing, the conditions precedent to each such incurrence shall be agreed to by the applicable creditors providing such Incremental Equivalent Debt minus 50 and the Borrowers. Any Incremental Equivalent Debt shall not be documented under this Agreement. IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 (c) The Lenders hereby authorize the Administrative Agent and the Incremental Equivalent Debt Arranger (and the Lenders hereby authorize the Administrative Agent and the Incremental Equivalent Debt Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary, desirable or appropriate in order to secure any Incremental Equivalent Debt with the Collateral and/or to make such technical amendments as may be necessary, desirable or appropriate in the reasonable opinion of the Incremental Equivalent Debt Arranger and the Swedish Borrower in connection with the incurrence of such Incremental Equivalent Debt, in each case on terms consistent with this Section 2.15. If the Incremental Equivalent Debt Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Equivalent Debt Arranger herein shall be done with the consent of the Administrative Agent (not to be unreasonably withheld) and, with respect to applicable documentation (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein. (d) Notwithstanding anything to the contrary contained in this Agreement, all Incremental Equivalent Debt and Extendable Bridge Loans shall be subject to Section 2.14(f)(iii) of this Agreement on the same basis pointsas a “New Term Facility” as set forth therein.

Incremental Equivalent Debt. (a) At any time and Any Loan Party may from time to time after the Acquisition Effective Date, subject to the terms and conditions set forth herein, the Borrower may Closing Date issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes, loans or Extendable Bridge Loans/Interim Debt (such notes, loans and/or Extendable Bridge Loans/Interim Debt, collectively, "Incremental Equivalent Debt Debt") in an aggregate principal amount not to exceed the Available Incremental Amount (at the time of incurrence, subject to Section 1.02(i)); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist immediately after giving effect to any such incurrence of Incremental Equivalent Debt, and (ii) any such incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $5,000,000 (or the equivalent Dollar Amount) and (y) the entire amount that may be requested under this Section 2.15; provided, further, that the aggregate principal amount of Incremental Equivalent Debt Incurred pursuant to this Section 2.15 and incurred by Non-Loan Party Subsidiaries shall not exceed the Non-Loan Party Sublimit as of the date of and after giving effect Incurrence (subject to Section 1.02(i)); provided, further, that (A) unless the Borrower elects otherwise, (x) the Borrower shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the issuance extent compliant therewith) prior to using amounts under the Effective Extension Incremental Facility, the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility and (y) the Borrower shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of any such the Cash-Capped Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Facility, (B) New Loan Commitments under pursuant to Section 2.42.14, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 2.15, Ratio Debt and Ratio Acquisitions Debt may be incurred substantially concurrently under the Ratio-Based Incremental Facility (to the extent compliant therewith), the Effective Extension Incremental Facility, the Prepayment-Based Incremental Facility and the Cash-Capped Incremental Facility or any combination of any of the foregoing, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions by, unless the Borrower elects otherwise, first, calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of (x) any amounts incurred substantially concurrently pursuant to the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility, (y) any amounts incurred substantially concurrently under any fixed basket under Section 7.01 or (z) any revolving credit loans incurred substantially concurrently with such single transaction or series of related transactions) 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 Effective Extension Incremental Facility, the Prepayment-Based Incremental Facility and the Cash-Capped Incremental Facility, as applicable, (C) all or any portion of Indebtedness originally designated as incurred under the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility shall automatically cease to be deemed incurred under the Prepayment-Based Incremental Facility or the Cash-Capped 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 Indebtedness under the Ratio-Based Incremental Facility (for the avoidance of doubt, which determination shall be made without duplication of such Indebtedness originally designated as incurred under the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility) (which, for the avoidance of doubt, shall have the effect of increasing the Prepayment-Based Incremental Facility and/or the Cash-Capped Incremental Facility, as applicable, by all or such portion, as applicable, of the aggregate principal amount of such Indebtedness), and (D) solely for the purpose of cash netting in calculating the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio to determine the availability under the Ratio-Based Incremental Facility at the time of incurrence, any cash proceeds of any New Loan Commitments incurred pursuant to Section 2.14, any Incremental Equivalent Debt Incurred pursuant to this Section 2.15, any Ratio Debt and any Ratio Acquisitions Debt, in each case, incurred at such test date shall be excluded for purposes of calculating Adjusted Cash or Cash Equivalents. The Borrower may appoint any Person as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the "Incremental Equivalent Debt Arranger"). (b) Notwithstanding anything to the contrary, (i) shall in all cases, be subject to the terms and conditions applicable to Any Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v)Equivalent Debt, (iiA) shall not be guaranteed Guaranteed by any Person other than Subsidiary that is not a Loan Party or does not become a Loan Party substantially concurrently with the Subsidiary Guarantors and incurrence of such Incremental Equivalent Debt (except as permitted by clause (2) of the second proviso below), (B) shall not be secured by any assets other than assets that constitute Collateral (except for assets of Non-Loan Party Subsidiaries securing Indebtedness permitted by clause (2) of the second proviso below), and (C) at the option of the Borrower, shall be secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans, secured by a lien on the Collateral on a junior basis to the Initial Term Loans, secured by a Lien on any property or asset assets not constituting Collateral (to the extent constituting assets of Non-Loan Party Subsidiaries securing Indebtedness permitted by clause (2) of the Borrower second proviso below) or unsecured; provided that, if such Incremental Equivalent Debt is incurred under the Effective Extension Incremental Facility, (x) such Incremental Equivalent Debt may be secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans only to the extent such Incremental Equivalent Debt effectively extends the maturity date of First Lien Specified Debt, and its Subsidiaries other than (y) such Incremental Equivalent Debt may be secured by a lien on the Collateral only to the extent such Incremental Equivalent Debt effectively extends the maturity date of First Lien Specified Debt or Junior Lien Specified Debt; provided, further, that, (1) if such Incremental Equivalent Debt is secured by a lien on all or any portion of the Collateral, such Incremental Equivalent Debt shall be subject to Applicable Intercreditor Arrangements and (2) the aggregate principal amount of such Indebtedness Incurred by Non-Loan Party Subsidiaries in respect of such Incremental Equivalent Debt shall not exceed the Non-Loan Party Sublimit as of the date of Incurrence (subject to Section 1.02(i)), (ii) any Incremental Equivalent Debt, (i) that is secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans, shall not (A) have a final maturity earlier than the Latest Maturity Date for the then outstanding Initial Term Loans and (B) have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of, the then outstanding Initial Term Loans; provided, that Extendable Bridge Loans/Interim Debt and amounts not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket may have a maturity date earlier than the Latest Maturity Date for the then outstanding Initial Term Loans and, with respect to Extendable Bridge Loans/Interim Debt and amounts not in excess of the maximum 155 aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket, the Weighted Average Life to Maturity thereof may be shorter than the remaining Weighted Average Life to Maturity of the then outstanding Initial Term Loans, or (ii) that is secured by a lien on the Collateral on a junior basis to the Initial Term Loans or unsecured, shall not (A) have a final maturity earlier than the Latest Maturity Date for the then outstanding Initial Term Loans and (B) have any amortization, (iii) any Incremental Equivalent Debt (other than any Extendable Bridge Loans/Interim Debt) shall contain covenants, events of default, guarantees not be subject to any mandatory redemption or prepayment provisions or rights (if anyexcept to the extent any such mandatory redemption or prepayment is required to be applied pro rata (or greater than pro rata) to the Initial Term Loans and other Incremental Equivalent Debt that is secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans), (iv) the terms customary and conditions (excluding pricing, rate floors, discounts, fees, optional prepayment and redemption terms) are, taken as a whole, not materially more restrictive to the Borrower Parties than those applicable to the Initial Term Loans (taken as a whole) (except for similar debt instruments in light (w) terms and conditions that are reasonably acceptable to the Administrative Agent, (x) terms and conditions applicable only to periods after the Maturity Date of then-prevailing market conditions the Initial Term Loans and existing at the time of issuanceincurrence or issuance of such Incremental Equivalent Debt, it being understood (y) as are incorporated into this Agreement (or any other applicable Loan Document) for the benefit of the applicable Lenders (to the extent applicable to such Lender) (which may be accomplished without further amendment voting requirements) or (z) that reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith); provided that, at the Borrower's option, delivery of a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent Incremental Equivalent Debt Arranger in good faith at least three Business Days (or such shorter period as may be agreed by the Incremental Equivalent Debt Arranger) prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if satisfy such requirement unless the Incremental Equivalent Debt Arranger provides notice to the Borrower of its objection during such three Business Day (or shorter) period (including a reasonable description of the basis upon which it objects)), and (v) any Incremental Equivalent Debt that is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt term loans secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans shall be subject to the terms and conditions applicable MFN Provision; provided that this clause (v) shall not apply to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (iiI) if the any Incremental Equivalent Debt that has a final maturity later than the Latest Maturity Date of the then outstanding Initial Term Loans, (II) any Incremental Equivalent Debt that is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debtconnection with an acquisition or investment, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis points.and

Incremental Equivalent Debt. (a) At Borrowers may, upon notice to Administrative Agent by the Borrower Representative, at any time and or from time to time after the Acquisition Effective Closing Date, subject to issue, incur or otherwise obtain Indebtedness of the terms Borrowers (and conditions set forth herein, the Borrower may issue one or more series of Incremental Equivalent Debt in an aggregate principal amount any Permitted Refinancing thereof) not to exceed the Available Incremental Amount as Cap, in each case, that ranks pari passu or junior in right of payment and security with the date Initial Term Loans or is unsecured and that is issued or made in lieu of and after giving effect to Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the issuance of any “Incremental Equivalent Debt”); provided that (i) such Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall in all cases, not be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) shall not be guaranteed any Guaranty by any Person other than a Credit Party, (ii) the Subsidiary Guarantors and obligations in respect thereof shall not be secured by any Lien on any property or asset of the Initial Borrower and its Subsidiaries or any Restricted Subsidiary other than the any asset constituting Collateral, and (iii) no Event of Default shall contain covenantshave occurred and be continuing or would exist immediately after giving effect to such incurrence; provided that, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions 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 drafts such irrevocable notice is given and, on the date of the documentation relating incurrence thereof, both immediately before and after giving effect thereto, stating that no Specified Event of Default shall have occurred and be continuing or would result immediately therefrom, (iv) if secured, the Borrower has determined in good faith that security agreements and other collateral documents relating to such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything substantially similar to the contrary contained in this Section 2.5(bCollateral Documents (with such differences as are reasonably satisfactory to Administrative Agent), (iv) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debtsecured, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi)an Acceptable Intercreditor Agreement, and (iivi) if the 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 pari passu basis with the Initial Term Loans may participate (on not more than a pro rata basis) in any mandatory prepayments of the Term Facilities, (viii) the MFN Provision shall apply to any Incremental Equivalent Debt (as if such Incremental Equivalent Debt were a Class of Incremental Term Loans) that is (A) incurred in reliance on the Incremental Ratio Debt Basket on or prior to the date that is six (6) months after the Closing Date, (B) in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate broadly syndicated term B loans denominated in Dollars and (BC) the margin pari passu in right of payment and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis points.security with

Incremental Equivalent Debt. (a) At Borrowers may, upon notice to Administrative Agent by the Borrower Representative, at any time and or from time to time after the Acquisition Effective Closing Date, subject issue, incur or otherwise obtain Indebtedness of the Borrowers (and any Permitted Refinancing thereof) not to exceed the terms and conditions set forth hereinIncremental Cap, the Borrower may issue in respect of one or more series of loans or notes issued in a public offering, Rule 144A or other private 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 in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and after giving effect to the issuance of any Debt”); provided that (i) such Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall in all cases, not be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) shall not be guaranteed any Guaranty by any Person other than a Credit Party, (ii) the Subsidiary Guarantors and obligations in respect thereof shall not be secured by any Lien on any property or asset of the Initial Borrower and its Subsidiaries or any Restricted Subsidiary other than the any asset constituting Collateral, (iv) no Event of Default shall have occurred and (iii) shall contain covenantsbe continuing or would exist immediately after giving effect to such incurrence; provided that, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions proceeds of such Incremental Equivalent Debt or drafts are used to finance a Limited Condition Transaction, such condition shall only refer to no Event of Default at the documentation relating 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, stating that no Specified Event of Default shall have occurred and be continuing or would result therefrom, (v) the Borrower has determined in good faith that security agreements and other collateral documents relating to such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything substantially similar to the contrary contained in this Section 2.5(bCollateral Documents (with such differences as are reasonably satisfactory to Administrative Agent), (ivi) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi)an Acceptable Intercreditor Agreement, and (iivii) if the 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 incurred 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 pari passu basis with the Initial Term Loans and Revolving Loans may participate (on not more than a pro rata basis) in any mandatory prepayments of the Term Facilities, (x) the provisions set forth in Section 2.24(e)(iii) shall apply to any Incremental Equivalent Debt in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, term loans and (y) rank pari passu in right of payment and security with the Obligations under Term Loans as if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to were a Class of Incremental Term Loans then outstanding (that is pari passu in right of payment and security with such All-In Yield with respect to the then existing Initial Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (Bz) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to except as otherwise set forth in this clause (h), such Incremental Equivalent Debt minus 50 basis pointsshall 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) At The Borrowers or any time and Guarantor may from time to time after the Acquisition Effective Date, subject to the terms and conditions set forth herein, the Borrower may Closing Date issue one or more series of senior secured, senior unsecured, senior subordinated, subordinated notes, loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, shall be either unsecured, secured with assets that do not constitute Collateral, or secured by the Collateral (and, to the extent secured by the Collateral, secured either on a first lien “equal and ratable” basis with the other Facilities or on a “junior” basis with the other Facilities, in each case over the same (or less) Collateral that secures the Facilities (and in each case, shall be subject to the Applicable Intercreditor Arrangements))) and shall not be guaranteed by any Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor under the Facilities (such notes, loans and/or Extendable Bridge Loans/Interim Debt, collectively, “Incremental Equivalent Debt Debt”) in an aggregate principal amount not to exceed the Available Incremental Amount as (at the time of incurrence, subject to Section 1.02(i)); provided that (i) subject to Section 1.02(i), no Event of Default under Section 8.01(a) (solely with respect to payment of principal), or (in each case, solely with respect to the Borrowers) clauses (f) or (g) of Section 8.01 would exist immediately after giving Pro Forma Effect to any such request, and (ii) any such incurrence of Incremental Equivalent Debt shall be in a minimum amount of the date lesser of (x) $1,000,000 (or the equivalent Dollar Amount) and (y) the entire amount that may be requested under this Section 2.15; provided, further, that any New Loan Commitments established pursuant to Section 2.14 and Incremental Equivalent Debt issued pursuant to this Section 2.15, (A) at the Borrower Representative’s option, will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent compliant therewith), second, to reduce the amount available under the Prepayment-Based Incremental Facilities and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilities, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facilities and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions, at the Parent Borrower’s option, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or the Revolving Credit 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) unless the Borrower Representative elects otherwise, 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 be deemed to have been incurred under the Ratio-Based Incremental Facility from and after giving the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect to of increasing the issuance Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt). The Borrowers may appoint any Person as arranger of such Incremental Equivalent Debt when combined with (such Person (who may be the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4Administrative Agent, Incremental Revolving Commitments under Section 3.16if it so agrees), and any other the “Incremental Equivalent Debt under this Section 2.5Arranger”). (b) The issuance As a condition precedent to the incurrence of any Incremental Equivalent Debt pursuant to this Section 2.5 2.15, (i) such Incremental Equivalent Debt shall in not be Guaranteed by any Restricted Subsidiary that is not a Loan Party or that does not become a Loan Party (provided that, for the avoidance of doubt, any Incremental Equivalent Debt need not be Guaranteed by all cases, be subject to Loan Parties under the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (vother Facilities), (ii) to the extent secured by the Collateral, such Incremental Equivalent Debt shall be subject to the Applicable Intercreditor Arrangements and, if such Incremental Equivalent Debt Arranger is not the Administrative Agent, the Administrative Agent, (iii) such Incremental Equivalent Debt shall have a final maturity no earlier than the then Latest Maturity Date, provided, that Extendable Bridge Loans/Interim Debt, customary escrow arrangements and Incremental Equivalent Debt in an amount not in excess of the Inside Maturity Basket may have a maturity date earlier than the Latest Maturity Date, (iv) the Weighted Average Life to Maturity of such Incremental Equivalent Debt shall not (A) be shorter than that of any then-existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, event of loss or similar event or change of control provisions (or, with respect to convertible notes, fundamental change offers) and customary acceleration rights after an event of default and, with respect to convertible notes, pursuant to settlements upon conversion), (y) special mandatory redemptions in connection with customary escrow arrangements or (z) so-called “AHYDO” payments); provided, that, with respect to Extendable Bridge Loans/Interim Debt and Incremental Equivalent Debt in an amount not in excess of the Inside Maturity Basket at the time of Incurrence, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, (v) such Incremental Equivalent Debt (other than any Extendable Bridge Loans/Interim Debt) shall not be guaranteed by subject to any Person mandatory redemption or mandatory prepayment provisions or rights (except to the extent any such mandatory redemption or mandatory prepayment is required to be applied pro rata (or greater than pro rata) to the Term Loans and other than Incremental Equivalent Debt that is secured on a pari passu basis with the Subsidiary Guarantors Obligations), (vi) any Incremental Equivalent Debt in the form of term loans that is Dollar-denominated or Euro-denominated and shall not pari passu in right of payment with the Term Facility and secured on a pari passu basis with the Term Facility will be secured by any Lien on any property or asset of subject to the Borrower and its Subsidiaries other than the Collateral, MFN Provision (including all MFN Exceptions) and (iiivii) shall contain subject to the Guaranty and Security Principles, the covenants, events of default, guarantees (if any) guarantees, collateral and other terms of such Incremental Equivalent Debt are customary for similar debt instruments securities or loans in light of then-prevailing market terms and conditions (taken as a whole) (as reasonably determined by the Borrower Representative in good faith) at the time of issuance, incurrence (as determined by the Parent Borrower in good faith) (it being understood that (A) no Incremental Equivalent Debt in the form of term loans shall include any financial maintenance covenants, but that customary cross-acceleration provisions may be included and (B) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence-based; provided, that any such negative covenants applicable to Extendable Bridge Loans/Interim Debt may be maintenance covenants) (provided that, at the Parent Borrower’s option, delivery of a certificate of a Responsible Officer of the Parent Borrower delivered to the Administrative Agent Incremental Equivalent Debt Arranger in good faith at least three Business Days (or such shorter period as may be agreed by the Incremental Equivalent Debt Arranger) prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if satisfy such requirement unless the Incremental Equivalent Debt is incurred in Arranger provides notice to the form Parent Borrower of Permitted Pari Passu Indebtedness that is floating rate debtits objection during such three Business Day period (including a reasonable description of the basis upon which it objects)). Subject to the foregoing, the conditions precedent to each such incurrence shall be agreed to by the creditors providing such Incremental Equivalent Debt shall be subject to and the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and Borrowers. (iic) if The Lenders hereby authorize the Incremental Equivalent Debt is incurred Arranger (and the Lenders hereby authorize the Incremental Equivalent Debt Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to secure any Incremental Equivalent Debt with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the form reasonable opinion of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any Incremental Equivalent Debt Arranger and the Borrowers in connection with the incurrence of such Incremental Equivalent Debt, in each case on terms consistent with this Section 2.15. If the Incremental Equivalent Debt incurred Arranger is greater than not the highest applicable All-in-Yield that mayAdministrative Agent, under any circumstancesthe actions authorized to be taken by the Incremental Equivalent Debt Arranger herein shall be done in consultation with the Administrative Agent and, be payable with respect to Term Loans then outstanding applicable documentation (with such All-In Yield with respect including amendments to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time this Agreement and the LIBOR Swap Equivalent Rate and (B) other Loan Documents), any comments to such documentation reasonably requested by the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans Administrative Agent shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis pointsreflected therein.

Incremental Equivalent Debt. (a) At any time and The Borrower may from time to time after time, upon notice by the Acquisition Effective Date, subject Borrower to the terms and conditions set forth hereinAdministrative Agent, the Borrower may issue or incur Indebtedness consisting of one or more series of senior unsecured notes, senior secured 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, senior secured first lien, junior lien or unsecured loans or junior lien secured or unsecured mezzanine Indebtedness that, in each case, if secured, will be secured solely by the Collateral on a pari passu or junior basis with the Loan Obligations that are issued or made in lieu of an Incremental Term Facility pursuant to an indenture, a note purchase agreement, loan or credit agreement or otherwise (such Indebtedness, collectively, “Incremental Equivalent Debt Debt”) in an aggregate a principal amount not to exceed the Available Incremental Amount at the time of incurrence (or, in the case of a Limited Condition Acquisition, as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5applicable LCA Test Date). (b) The As a condition precedent to the issuance or incurrence of any Incremental Equivalent Debt pursuant to this Section 2.5 2.23, (i) the Borrower shall in all cases, be subject deliver to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) shall not be guaranteed by any Person other than the Subsidiary Guarantors and shall not be secured by any Lien on any property or asset Administrative Agent a certificate dated as of the Borrower and its Subsidiaries other than date of issuance or incurrence of the Collateral, and (iii) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of Incremental Equivalent Debt signed by a Responsible Officer of the Borrower delivered certifying that the conditions precedent set forth in the following clauses (ii) through (ix) have been satisfied and, if applicable, that the Borrower is in pro forma compliance with the Maximum Total Net Leverage Requirement pursuant to clause (x) of the Administrative Agent prior to or at the incurrence definition of such “Incremental Equivalent Debt, Amount” (together with a reasonably detailed description of the material terms and conditions of supporting calculations demonstrating compliance with such requirement), (ii) such Incremental Equivalent Debt shall not be borrowed by or drafts of the documentation relating thereto, stating that subject to any Guarantee by any person other than the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause a Subsidiary Loan Party, respectively, (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything iii) to the contrary contained in this Section 2.5(b), (i) if the extent such Incremental Equivalent Debt is incurred in secured, (x) the form security agreements relating to such Incremental Equivalent Debt shall be substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (y) such Incremental Equivalent Debt shall be secured either on an “equal and ratable” basis with the Initial Term Loans (but without regard to the control of Permitted Pari Passu Indebtedness remedies) or on a “junior” basis to the Liens that is floating rate debtsecure the Initial Term Loans, solely on all or some of the Collateral that secures the Initial Term Loans and (z) such Incremental Equivalent Debt shall be subject to an intercreditor agreement in form and substance reasonably satisfactory to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi)Administrative Agent, and (iiiv) if the Incremental Equivalent Debt is incurred in the form final maturity of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater shall be no earlier than the highest applicable All-in-Yield that mayLatest Maturity Date in effect at the time of the incurrence, under any circumstancesissuance or obtainment of such Indebtedness, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using v) (A) the higher terms of such Indebtedness that constitutes notes do not provide for any mandatory prepayment, repurchase, redemption or sinking fund obligations prior to the Latest Maturity Date in effect at the time of the Eurocurrency Rate at incurrence, issuance or obtainment of such time Indebtedness (other than customary prepayments, repurchases or redemptions or offers to prepay, redeem or repurchase or mandatory prepayments upon a change of control, fundamental change, asset sale or casualty or condemnation event, and the LIBOR Swap Equivalent Rate customary acceleration rights after an event of default) and (B) the margin and any OID or upfront fees consistent with terms of such Incremental Equivalent Debt in the treatment thereof under the definition form of “All-in-Yield”) plus 50 basis points then such yield for term loans have a Weighted Average Life to Maturity that is no shorter than the then existing longest remaining Weighted Average Life to Maturity of the Term Loans outstanding at the time of incurrence (calculated disregarding the effects of any prepayments or amortization), (vi) if such Incremental Equivalent Debt is subordinated in right of payment, the Term Loans shall have been designated as “designated senior indebtedness” or its equivalent in respect of such Indebtedness and the applicable subordination provisions shall be increased reasonably satisfactory to the extent necessary so that Administrative Agent, (vii) [reserved]; (viii) the yield is equal terms and conditions of such Indebtedness (excluding, for the avoidance of doubt, conversion rights, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms) are, when taken as a whole, not materially more favorable to the lenders or holders providing such Indebtedness than those applicable to the Initial Term Loans when taken as a whole (other than covenants (including financial maintenance covenants) or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence, issuance or obtainment of such Indebtedness) and (ix) no Default or Event of Default shall have occurred and be continuing or would result after giving effect to such Incremental Equivalent Debt minus 50 basis points(or, in the case of Incremental Equivalent Debt incurred to finance a Limited Condition Acquisition, no Default or Event of Default shall have occurred and be continuing as of the applicable LCA Test Date or would result therefrom and no Default or Event of Default shall have occurred and be continuing under Section 7.01(b), (c), (h) or (i) as of the date the of the consummation of such Limited Condition Acquisition or would result therefrom). (c) The Lenders hereby authorize the Administrative Agent and the Collateral Agent to enter into amendments (which may be executed and delivered solely by the Borrower and the Administrative Agent and the Collateral Agent) to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any Incremental Equivalent Debt with the Collateral of the Loan Parties and/or to make such technical amendments as may be necessary in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance or incurrence of such Incremental Equivalent Debt, in each case in accordance with the terms set forth in this Section 2.23.

Incremental Equivalent Debt. (a) At The Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time and or from time to time after the Acquisition Effective Closing Date, subject to the terms and conditions set forth hereinissue, the Borrower may issue incur or otherwise obtain Indebtedness of Borrowers in respect of one or more series of senior or subordinated notes or loans (which may be secured on a junior lien basis or a pari passu basis with the 2018 Refinancing Term Loans, 2021 Incremental Term Loans, the 2023 Term Loans and Revolving Credit Loans), and, in the case of notes, issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, in 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 aggregate principal amount not to exceed the Available Incremental Amount as of the date of and Debt”); provided that (i) (A) after giving effect Pro Forma Effect to both (x) the issuance or incurrence of any such Incremental Equivalent Debt when combined (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 all Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Term Loans made and Incremental Term Loan Revolving Credit Commitments established under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. 2.16(d)(iii)(B) does not exceed the sum of (a) $385,000,000 plus (b) The issuance the principal amount of any Incremental Equivalent Debt pursuant to this Section 2.5 voluntary prepayments of Term Loans (i) shall in all cases, be subject other than to the terms and conditions applicable to Incremental Term Loan Commitments set forth extent made with the proceeds of Indebtedness (other than the incurrence of Revolving Credit Loans or extensions of credit under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (vany other revolving credit or similar facility)), (ii) shall not be guaranteed by any 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 Subsidiary Guarantors and obligations in respect thereof shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries 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, (iiiv) shall contain covenants, events of default, guarantees (if any) the security agreements and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered collateral documents relating to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything substantially similar to the contrary contained in this Section 2.5(bCollateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (ivi) if the such Incremental Equivalent Debt is incurred in (a) secured on a pari passu basis with the form of Permitted Pari Passu Indebtedness that is floating rate debtTerm 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 terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if 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 incurred in no earlier than the form then Maturity Date and a Weighted Average Life to Maturity which is no shorter than the Weighted Average Life to Maturity of Permitted Pari Passu Indebtedness 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 is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred that is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield junior in right of payment or security with respect to the then 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 calculated using that are pari passu in right of payment and security with the Term B Loans), (Aix) the higher provisions set forth in Section 2.16(e)(iii) shall apply to any Incremental Equivalent Debt in the form of the Eurocurrency Rate at such time loans that ranks pari passu in right of payment and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent security with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term B Loans shall be increased to the extent necessary so that the yield is equal to and Revolving Credit Loans as if such Incremental Equivalent Debt minus 50 basis pointswere 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 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 Incremental Equivalent Debt) or such terms and conditions shall be current market terms for such type of Incremental Equivalent Debt (as reasonably determined in good faith by the Lead Borrower). It is understood that Incremental Equivalent Debt may be incurred under either clause (i)(A) or clause (i)(B) of the immediately preceding sentence as selected by the Lead 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).

Incremental Equivalent Debt. (a) At any time and from time to time after the Acquisition Effective Datetime, subject to the terms and conditions set forth herein, the Borrower may issue one or more series of Incremental Equivalent Debt in an aggregate principal amount not to exceed the Available Incremental Amount exceed, as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Loans, Incremental Term Loan Commitments under Section 2.4, and Incremental Revolving Commitments under Section 3.162.22, and any other the Available Incremental Equivalent Debt under this Section 2.5Amount. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 2.25 (i) shall in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments or Incremental Revolving Commitments (as applicable) set forth under Section 2.4(b)(iii2.22(b) (other than clause (ii) thereof) and Section 2.4(c)(iithe maturity date of such Incremental Equivalent Debt shall be no earlier than the Initial Term Loan Maturity Date; (ii) through to the extent constituting term debt, the weighted average life to maturity of such Incremental Equivalent Debt shall not be shorter than the weighted average life to maturity of the Initial Term Loans at the time of such incurrence (vexcept to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of any applicable Term Loans), (iiiii) such Incremental Equivalent Debt shall not be guaranteed by any Person other than the Subsidiary Guarantors and shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the CollateralCredit Parties, and (iiiiv) shall contain the covenants, events of default, guarantees (if any) and other terms of such Incremental Equivalent Debt shall be customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible an Authorized Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (bii), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis points.

Incremental Equivalent Debt. (a) At The Borrower may, upon notice to Administrative Agent, at any time and or from time to time after the Acquisition Effective Closing Date, subject issue, incur or otherwise obtain Indebtedness (and any Permitted Refinancing thereof) in an aggregate amount not to exceed the terms and conditions set forth hereinIncremental Cap, the Borrower may issue in respect of one or more series of loans or notes issued in a public offering, Rule 144A or other private 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 in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and after giving effect to the issuance of any Debt”); provided that (i) such Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall in all cases, not be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) shall not be guaranteed any Guarantee by any Person other than a Loan Party, (ii) the Subsidiary Guarantors and obligations in respect thereof shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries Holdings or any Restricted Subsidiary other than the any asset constituting Collateral, and (iiiiv) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of any such Incremental Equivalent Debt is made or drafts established, no Event of Default shall have occurred and be continuing; provided that, in the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions case of the Incremental Equivalent Debt satisfy the requirement set forth in this clause 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), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (h) or (i) if shall have occurred and be continuing at the time that any such 12 AMERICAS 107083989 2036643.08-NYCSR03A - MSW Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debtor 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 terms 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 conditions applicable 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 Loan Commitments under Section 2.4(c)(viLoans 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 pari passu basis with the Initial Term Loans and Revolving Loans may participate (iion not more than a pro rata basis) if in any mandatory prepayments of the Term Facilities, (ix) in the event such Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debtterm loans (or a note with substantially the same characteristics as a term loan) and secured on a pari passu basis with the Initial Term Loans, if the All-In Effective Yield for any such Incremental Equivalent Debt incurred Indebtedness is greater than the highest applicable All-in-Effective Yield that may, under any circumstances, be payable with respect to for the Initial Term Loans by more than 0.50% per annum, then outstanding (with such All-In the Effective Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Initial Term Loans shall be increased to the extent necessary so that the yield is Effective Yield for the Initial Term Loans are equal to the Effective Yield for such Indebtedness minus 0.50% per annum (provided that the “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 Equivalent Debt minus 50 basis pointsshall 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 (A) to the extent that any financial maintenance covenant or other more materially restrictive term is added for the 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 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, and (B) 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 2.20 shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

Incremental Equivalent Debt. Indebtedness (1) of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into the Borrower or a Restricted Subsidiary) after the 2018 Refinancing Amendment Effective Date as a result of a Permitted Acquisition, or other Investment or other transaction permitted under the Loan Documents, (2) of any Person that is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets by the Borrower or such Restricted Subsidiary in a Permitted Acquisition, Investment or other transaction permitted under the Loan Documents or (3) incurred to finance a Permitted Acquisition, Investment or other acquisition permitted under the Loan Documents (provided that with respect to (1) and (2) above, such Indebtedness was not created in contemplation of such Person becoming a Restricted Subsidiary) (which Indebtedness may be (A) (a) At any time and from time to time after the Acquisition Effective Date, subject unsecured or (b) to the terms extent permitted below in this clause (s), secured by a Lien on the Collateral that is pari passu with or junior to the Lien that secures the Obligations and conditions set forth herein(B) guaranteed (other than in respect of Additional Convertible Notes) on a like basis by any or all of the other Loan Parties), the Borrower may issue one so long as (i) no Event of Default then exists or more series would result therefrom, (ii) other than with respect to any (x) Customary Bridge Loans and (y) Indebtedness assumed pursuant to clauses (1) and (2) of Incremental Equivalent Debt this clause (s) in an aggregate principal amount outstanding at any time not to exceed the Available Incremental Amount greater of $100,000,000 and 26.00% of LTM Consolidated EBITDA (as of the date incurred), such Indebtedness does not mature prior to (A) if secured on a pari passu basis with the Term Loans, the Latest Maturity Date and (B) otherwise, the date that is 91 days after the Latest Maturity Date, in each case as such Latest Maturity Date is in effect at the time of the incurrence or issuance of such Indebtedness, (iii) other than with respect to any (x) Customary Bridge Loans and after giving effect (y) Indebtedness assumed pursuant to clauses (1) and (2) of this clause (s) in an aggregate principal amount outstanding at any time not to exceed the issuance greater of $100,000,000 and 26.00% of LTM Consolidated EBITDA (as of the date incurred), the weighted average life to maturity of any such Incremental Equivalent Debt when combined Indebtedness shall be no shorter than the weighted average life to maturity of the Term Loans then outstanding, (iv)(x) if such Indebtedness is secured by a Lien on the Collateral that is pari passu with the aggregate amount Lien securing the Term Loans, (A) it may share ratably or less than ratably in any mandatory prepayments of all Incremental Term Loans and Incremental Term Loan Commitments the type required under Section 2.42.03(b)(i), Incremental Revolving Commitments under Section 3.16(b)(ii) or (b)(iv), as provided in the Intercreditor Agreement or the Other Intercreditor Agreement, as applicable and any other Incremental Equivalent Debt under this Section 2.5. (bB) The issuance if such indebtedness is in the form of any Incremental Equivalent Debt term loans incurred pursuant to clause (3) of this Section 2.5 clause (i) s), such Indebtedness shall in all cases, be subject to the MFN Provision, (y) if such Indebtedness is secured by a Lien on the Collateral that is junior to the Lien securing the Term Loans, it may provide for mandatory prepayments events subject to the prior payment in full of the Term Loans and Permitted First-Priority Refinancing Debt as provided in the Intercreditor Agreement or the Other Intercreditor Agreement, as applicable, and (z) such Indebtedness shall otherwise have no mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the Latest Maturity Date (other than (A) pursuant to customary asset sale (or casualty or condemnation event) and change of control offers and customary AHYDO Payments and, in the case of any Customary Bridge Loans, prepayments of such Customary Bridge Loans from the issuance of equity or other Indebtedness permitted hereunder, (B) upon any event of default thereunder, (C) as a result of a scheduled maturity date, which is addressed in clause (ii) above and (D) amortization that is not in contravention of clause (iii) above), (v) other than with respect to any Indebtedness assumed pursuant to clauses (1) and (2) of this clause (s), the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iiiof such Indebtedness (excluding maturity and economic terms such as interest rate and redemption premiums, but without limiting the applicability of the requirements in clauses (ii) and Section 2.4(c)(ii(iii) through above) are customary for financings of such type and are, taken as a whole, not materially more restrictive than the terms of this Agreement (vas reasonably determined by the Borrower) unless (x) such covenants and defaults apply only after the Latest Maturity Date in effect immediately prior to the incurrence of the such Indebtedness or (y) the Administrative Agent and the Borrower shall amend the provisions of this Agreement to provide for such more restrictive term to apply to the Loans hereunder (which amendment may be effected by the Administrative Agent and the Borrower without the consent of any other Lender), (iivi) to the extent such Indebtedness is Subordinated Indebtedness, the terms of such Indebtedness provide for customary payment subordination to the Obligations as reasonably determined by the Administrative Agent in good faith, (vii) if such Indebtedness is secured (it being understood that, in no event, shall not any Additional Convertible Notes be guaranteed by any Person other than the Subsidiary Guarantors and permitted to be secured), (x) it shall not be secured by any Lien on assets or property other than Collateral securing the Obligations (including any assets or property or asset of the Borrower Loan Parties that are not covered by the Security Documents on the Closing Date but which will secure the Obligations from and its Subsidiaries other than after the Collateralissuance of such Indebtedness as contemplated by Section 6.12), and (iiiy) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuancethe entering into of any such Indebtedness, it being understood shall either be governed by the Intercreditor Agreement pursuant to a joinder to the Intercreditor Agreement in accordance with the terms thereof or an Other Intercreditor Agreement shall have been entered into and shall be in full force and effect, and the Loan Parties shall have complied with their obligations under Section 6.12, and (z) the Intercreditor Agreement or the Other Intercreditor Agreement, as applicable, shall provide, inter alia, that the Administrative Agent, for the benefit of the Secured Parties, shall retain a Lien on the Collateral that is pari passu with or senior to the Lien securing such Indebtedness, (viii) the Borrower shall be in compliance, on a Pro Forma Basis, with (x) if such Indebtedness is unsecured, an Interest Coverage Ratio of at least 2.00:1.00, (y) if such Indebtedness is secured on a pari passu basis with the Liens securing the Obligations, a Total Secured Net Leverage Ratio for the applicable Calculation Period of less than 2.00:1.00 and (z) if such Indebtedness is secured on a junior basis to the Liens securing the Obligations, a Total Secured Net Leverage Ratio for the applicable Calculation Period of less than 2.00:1.00, in each case for the respective Calculation Period and (ix) prior to the incurrence or issuance of such Indebtedness, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower delivered certifying as to compliance with the Administrative Agent prior requirements of preceding clauses (i) through (viii) and containing the calculations (in reasonable detail) required by preceding clause (viii) (all unsecured Indebtedness incurred or issued under this clause (s) is referred to as “Permitted Additional Unsecured Acquisition Indebtedness” and all secured Indebtedness incurred or at issued under this clause (s) is referred to as “Permitted Additional Secured Acquisition Indebtedness”); provided that that the incurrence aggregate principal amount of such Incremental Equivalent Debtany Indebtedness incurred or assumed pursuant to this clause (s) by a Restricted Subsidiary that is not a Loan Party, together with a reasonably detailed description the aggregate principal amount of the material terms Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties pursuant to Sections 7.02(n) and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (bSection 7.02(t), shall be conclusive evidence not exceed, at the time of incurrence, the greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA (as of the date incurred); provided further that such terms and conditions have been satisfied. Notwithstanding anything Permitted Non-Loan Party Indebtedness incurred pursuant to the contrary contained in this Section 2.5(b), 7.02(s) (i) if shall not be guaranteed by any Loan Party, but may be guaranteed by other Restricted Subsidiaries that are not Loan Parties, (ii) shall not be secured by a Lien on the Incremental Equivalent Debt is incurred in Collateral, but may be secured by the form assets of Permitted Pari Passu Indebtedness Restricted Subsidiaries that is floating rate debt, such Incremental Equivalent Debt are not Loan Parties and (iii) shall not be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(virestrictions described in clauses (iv), (v) and (iiviii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis points.above;

Incremental Equivalent Debt. (a) At any time and The Borrower may from time to time after the Acquisition Effective Datetime, subject upon written notice to the Administrative Agent, specifying in reasonable detail the proposed terms and conditions set forth hereinthereof, the Borrower may issue incur one or more series credit or debt facilities (secured or unsecured), the issuance of senior secured notes, subordinated notes or senior unsecured notes, in each case issued in a public offering, Rule 144A or other private placement or bridge facility in lieu of the foregoing, or secured or unsecured “mezzanine” Indebtedness (any of which Indebtedness, if secured, may either have the same Lien priority as the Obligations or may be secured by a Lien ranking junior to the Lien securing the Obligations) (such Indebtedness, collectively, “Incremental Equivalent Debt Debt”) in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt when combined amount, together with the aggregate amount of all any Incremental Term Loans and Commitments, not to exceed the Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5Amount (at the time of incurrence). (b) The As conditions precedent to the issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 Section: (i) the Borrower shall in all cases, be subject deliver to the terms Administrative Agent a certificate dated as of the date of issuance of such Incremental Equivalent Debt (each, an “Incremental Equivalent Debt Effective Date”) signed by a Responsible Officer of the Borrower, certifying and attaching the resolutions adopted by the Borrower (to the extent the Borrower is an issuer of such Incremental Equivalent Debt) approving or consenting to the issuance of such Incremental Equivalent Debt, and certifying that the conditions applicable to Incremental Term Loan Commitments precedent set forth under Section 2.4(b)(iii) and Section 2.4(c)(iiin the following clauses (ii) through (v), vii) have been satisfied; (ii) such Incremental Equivalent Debt shall not be guaranteed by any Person other than the Subsidiary Guarantors and shall that is not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the Collateral, and a Guarantor; (iii) shall contain covenants, events of default, guarantees (if any) such Incremental Equivalent Debt will be unsecured or secured only by Property constituting the Collateral and other terms subject to customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered intercreditor arrangements reasonably acceptable to the Administrative Agent and the Borrower; (iv) except with respect to customary “bridge” or other interim credit facilities intended to be refinanced or replaced with Long-Term Indebtedness which does not satisfy the requirements of this clause (iv), so long as, subject to customary conditions, as determined in good faith by the Borrower, such “bridge” or other interim Indebtedness will either be automatically converted into or required to be exchanged for permanent financing which satisfies the requirements of this clause (iv), such Incremental Equivalent Debt shall have a final maturity no earlier than the Latest Term Maturity Date then outstanding; (v) except with respect to customary “bridge” or other interim credit facilities intended to be refinanced or replaced with Long-Term Indebtedness which does not satisfy the requirements of this clause (v), so long as, subject to customary conditions, as determined in good faith by the Borrower, such “bridge” or other interim Indebtedness will either be automatically converted into or required to be exchanged for permanent financing which satisfies the requirements of this clause (v), the Weighted Average Life to Maturity of such Incremental Equivalent Debt shall not be shorter than the then remaining Weighted Average Life to Maturity of the then longest outstanding tranche of Term Loans; (vi) the covenants, terms and conditions and events of default applicable to such Incremental Equivalent Debt shall not be more restrictive (other than with respect to pricing, optional prepayment or redemption terms), when taken as a whole, than the covenants, terms and conditions and Events of Default under the Loan Documents, as determined by the Borrower in good faith (except for provisions applicable only to periods following the later of the Latest Revolving Termination Date and the Latest Term Maturity Date then in effect) unless the Borrower shall make such covenants, terms and conditions applicable to the Loans pursuant to reasonably acceptable documentation to that effect; (vii) the pricing, interest rate margins, discounts, premiums, rate floors, fees, and amortization schedule and optional prepayment and redemption terms applicable to any Incremental Equivalent Debt shall be determined by the Borrower and the Lenders thereunder; provided that to the extent (A) such Incremental Equivalent Debt is (x) in the form of broadly syndicated term “B” loans denominated in U.S. Dollars and (y) secured on a pari passu basis with the Closing Date Term Loans, and (B) the Effective Yield for such Incremental Equivalent Debt exceeds the Effective Yield for Eurodollar Loans or ABR Loans in respect of the then existing Closing Date Term Loans by more than 0.50%, the Applicable Margin for Eurodollar Loans or ABR Loans in respect of the then existing Closing Date Term Loans shall be adjusted so that the Effective Yield in respect of the then existing Closing Date Term Loans is equal to the Effective Yield for such Incremental Equivalent Debt minus 0.50% (it being agreed that (x) in determining the applicable interest rate, any amendment to the interest rate margins on the Closing Date Term Loans that became effective subsequent to the Closing Date but prior to the time of the addition of such New Term Loans shall be included and (y) any increase in yield to any existing facility required due to the application of a LIBOR or at ABR floor on any Incremental Equivalent Debt shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR or ABR floor applicable to such existing facility) (the incurrence “Incremental Equivalent Debt MFN Provision”); (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 first pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations. (c) The issuance of any Incremental Equivalent Debt shall also be subject, to the extent reasonably requested by the Administrative Agent, to receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Security Documents providing for such Incremental Equivalent Debt to be secured thereby. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary (in the reasonable opinion of the Administrative Agent) in order to secure any Incremental Equivalent Debt with the Collateral and/or to give effect to the Incremental Equivalent Debt MFN Provision and/or to make such technical amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance of such Incremental Equivalent Debt, together in each case on terms consistent with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis points2.26.

Incremental Equivalent Debt. (a) At any time and The Borrower may from time to time after the Acquisition Effective Closing Date, subject upon notice by the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms and conditions set forth hereinthereof, the Borrower may issue one or more series of notes or term loans that are (at the option of the Borrower) secured on a first lien “equal and ratable” basis with the Liens securing the Obligations or secured on a “junior” basis with the Liens securing the Obligations in lieu of Incremental Equivalent Debt Term Loans in an aggregate principal amount not to exceed the Available Incremental Amount as (at the time of incurrence) (collectively, “Incremental Equivalent Debt”). The Borrower may, at it’s option, appoint any Person that is not an Affiliate of the date Borrower as arranger of and after giving effect to the issuance of any such Incremental Equivalent Debt when combined with (such Person (who may be the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4Administrative Agent, Incremental Revolving Commitments under Section 3.16if it so agrees), and any other the “Incremental Equivalent Debt under this Section 2.5Arranger”). (b) The issuance Each incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount that may be requested under this Section 2.26. (c) With respect to any Incremental Equivalent Debt pursuant to this Section 2.5 2.26, (i) subject to clause (d) below (A) no Event of Default would exist after giving effect to such Incremental Equivalent Debt and (B) all representations and warranties in Section 4 shall be true and correct in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), material respects; (ii) such Incremental Equivalent Debt shall not be guaranteed by any Person other than the Subsidiary Guarantors that is not a Loan Party or that does not become a Loan Party and shall not be secured by any Lien a lien on any property or asset assets of a Loan Party that is not part of the Borrower and its Subsidiaries other than the Collateral, and , (iii) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at extent secured by the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debtCollateral, such Incremental Equivalent Debt shall be subject to intercreditor arrangements that are reasonably satisfactory to the terms Incremental Equivalent Debt Arranger and, if such Incremental Equivalent Debt Arranger is not the Administrative Agent, the Administrative Agent, (iv) such Incremental Equivalent Debt shall mature no earlier than the latest Maturity Date of the then outstanding Term Loan Facility and conditions the weighted average life to maturity of such Incremental Equivalent Debt shall be no shorter than the longest remaining weighted average life of the then outstanding Term Loan Facility, (v) 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 (or greater than pro rata) to the Term Loans and other Incremental Equivalent Debt that is secured on a pari passu basis with the Obligations), (vi) with respect to any Incremental Equivalent Debt consisting of loans that are secured on a pari passu basis with the Obligations that are incurred on or prior to the date that is twelve months after the Closing Date, the MFN Provision shall be applicable thereto as though such loans were Incremental Term Loans and (vii) the covenants and events of default of such Incremental Equivalent Debt are not materially more restrictive (excluding pricing and optional prepayment and redemption terms), when taken as a whole, than those under the then-existing Term Loan Facility (as determined by the Borrower in good faith), unless such covenants and events of default are applicable only to periods after the latest Maturity Date or such covenants and events of default are, in consultation with the Administrative Agent and Borrower, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment voting requirements. Subject to the foregoing and clause (e) below, the conditions precedent to each such incurrence shall be agreed to by the creditors providing such Incremental Term Loan Commitments Equivalent Debt and the Borrower. (d) In connection with any LCT Election: (i) when calculating the availability of any basket or ratio in connection with any Incremental Equivalent Debt incurred or established, as applicable, in connection with such Limited Condition Transaction, the date of determination for availability under Section 2.4(c)(vi)any such basket or ratio shall be determined on the LCT Date, in which case, such Limited Condition Transaction will be given pro forma effect, including with respect to the Indebtedness to be incurred in connection therewith, and (ii) if the date of determination for whether any such transaction is permitted under this Agreement shall be deemed in all respects to be the LCT Test Date; provided, however, that at the time of funding of such Incremental Equivalent Debt: (x) there shall be no Event of Default under Section 8(a) or Section 8(f) in existence, and (y) certain customary “specified representations” consistent with “SunGard” conditionality provisions must be true and correct in all material respects. (e) The Lenders hereby authorize the Incremental Equivalent Debt is incurred Arranger (and the Lenders hereby authorize the Incremental Equivalent Debt Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any Incremental Equivalent Debt with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the form reasonable opinion of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any Incremental Equivalent Debt Arranger and the Borrower in connection with the incurrence of such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that mayDebt, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees in each case on terms consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis points.this Section

Incremental Equivalent Debt. (a) At The Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time and or from time to time after the Acquisition Effective Closing Date, subject to the terms and conditions set forth hereinissue, the Borrower may issue incur or otherwise obtain Indebtedness of Borrowers in respect of one or more series of senior or subordinated notes or loans (which may be secured on a junior lien basis or a pari passu basis with the 2018 Refinancing Term Loans, 2021 Incremental Term Loans and Revolving Credit Loans), and, in the case of notes, issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, in 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 aggregate principal amount not to exceed the Available Incremental Amount as of the date of and Debt”); provided that (i) (A) after giving effect Pro Forma Effect to both (x) the issuance or incurrence of any such Incremental Equivalent Debt when combined (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 all Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Term Loans made and Incremental Term Loan Revolving Credit Commitments established under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. 2.16(d)(iii)(B) does not exceed the sum of (a) $385,000,000 plus (b) The issuance the principal amount of any Incremental Equivalent Debt pursuant to this Section 2.5 voluntary prepayments of Term Loans (i) shall in all cases, be subject other than to the terms and conditions applicable to Incremental Term Loan Commitments set forth extent made with the proceeds of Indebtedness (other than the incurrence of Revolving Credit Loans or extensions of credit under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (vany other revolving credit or similar facility)), (ii) shall not be guaranteed by any 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 Subsidiary Guarantors and obligations in respect thereof shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries 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, (iiiv) shall contain covenants, events of default, guarantees (if any) the security agreements and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered collateral documents relating to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything substantially similar to the contrary contained in this Section 2.5(bCollateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (ivi) if the such Incremental Equivalent Debt is incurred in (a) secured on a pari passu basis with the form of Permitted Pari Passu Indebtedness that is floating rate debtTerm 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 terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if 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 incurred in no earlier than the form then Maturity Date and a Weighted Average Life to Maturity which is no shorter than the Weighted Average Life to Maturity of Permitted Pari Passu Indebtedness 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 is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred that is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield ​ 106 ​ 133055744_29 ​ junior in right of payment or security with respect to the then 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 calculated using that are pari passu in right of payment and security with the Term B Loans), (Aix) the higher provisions set forth in Section 2.16(e)(iii) shall apply to any Incremental Equivalent Debt in the form of the Eurocurrency Rate at such time loans that ranks pari passu in right of payment and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent security with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term B Loans shall be increased to the extent necessary so that the yield is equal to and Revolving Credit Loans as if such Incremental Equivalent Debt minus 50 basis pointswere 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 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 Incremental Equivalent Debt) or such terms and conditions shall be current market terms for such type of Incremental Equivalent Debt (as reasonably determined in good faith by the Lead Borrower). It is understood that Incremental Equivalent Debt may be incurred under either clause (i)(A) or clause (i)(B) of the immediately preceding sentence as selected by the Lead 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).

Incremental Equivalent Debt. (a) At Borrowers may, upon notice to Administrative Agent by the Borrower Representative, at any time and or from time to time after the Acquisition Effective Closing Date, subject to issue, incur or otherwise obtain Indebtedness of the terms Borrowers (and conditions set forth herein, the Borrower may issue any Permitted Refinancing thereof) in respect of one or more series of notes that rank pari passu in right of payment and security with the Obligations, and, issued in a public offering, Rule 144A or other private placement, in each case, that are issued or made in lieu of Revolving Commitment Increase and/or Incremental Term Commitments (the “Incremental Equivalent Debt in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and Debt”); provided that (i) after giving effect Pro Forma Effect to both (x) the issuance or incurrence of any such Incremental Equivalent Debt when combined with (assuming a borrowing of the aggregate amount maximum credit thereunder) and (y) any Specified Transactions consummated in connection therewith, the First Lien Net Leverage Ratio, calculated as of all Incremental Term Loans the last day of the most recently ended Test Period and Incremental Term Loan Commitments under Section 2.4excluding, Incremental Revolving Commitments under Section 3.16for Cash netting purposes, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance proceeds of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall in all casessuch Indebtedness, be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v)does not exceed 4.25:1.00, (ii) such Incremental Equivalent Debt shall not be guaranteed subject to any Guaranty by any Person other than a Credit Party, (iii) the Subsidiary Guarantors and obligations in respect thereof shall not be secured by any Lien on any property or asset of Holdings, the Borrower and its Subsidiaries Borrowers or any Restricted Subsidiary other than the any asset constituting Collateral, (iv) no Default or Event of Default shall have occurred and (iii) shall contain covenantsbe continuing or would exist immediately after giving effect to such incurrence; provided that, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions proceeds of such Incremental Equivalent Debt or drafts 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 documentation security agreements and other collateral documents relating thereto, stating that the Borrower has determined in good faith that to such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything substantially similar to the contrary contained in this Section 2.5(bCollateral Documents (with such differences as are reasonably satisfactory to Administrative Agent), (ivi) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi)an Acceptable Intercreditor Agreement, and (iivii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred (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 highest applicable All-in-Yield that may, under any circumstances, be payable with respect Weighted Average Life to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher Maturity of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and Initial Term Loans, (Bviii) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 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 pointsthan 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) At The Borrower may, upon notice to Administrative Agent, at any time and or from time to time after the Acquisition Effective Closing Date, subject issue, incur or otherwise obtain Indebtedness (and any Permitted Refinancing thereof) in an aggregate amount not to exceed the terms and conditions set forth hereinIncremental Cap, the Borrower may issue in respect of one or more series of loans or notes issued in a 126 public offering, Rule 144A or other private 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 in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and after giving effect to the issuance of any Debt”); provided that (i) such Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall in all cases, not be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) shall not be guaranteed any Guarantee by any Person other than a Loan Party, (ii) the Subsidiary Guarantors and obligations in respect thereof shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries Holdings or any Restricted Subsidiary other than the any asset constituting Collateral, and (iiiiv) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of any such Incremental Equivalent Debt is made or drafts established, no Event of Default shall have occurred and be continuing; provided that, in the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions case of the Incremental Equivalent Debt satisfy the requirement set forth in this clause 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), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (h) or (i) if shall have occurred and be continuing at the time that any such Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debtor 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 terms 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 conditions applicable 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 Loan Commitments under Section 2.4(c)(viLoans 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 pari passu basis with the Initial Term Loans and Revolving Loans may participate (iion not more than a pro rata basis) if in any mandatory prepayments of the Term Facilities, (ix) in the event such Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debtterm loans (or a note with substantially the same characteristics as a term loan) and secured on a pari passu basis with the Initial Term Loans, if the All-In Effective Yield for any such Incremental Equivalent Debt incurred Indebtedness is greater than the highest applicable All-in-Effective Yield that may, under any circumstances, be payable with respect to for the Initial Term Loans by more than 0.50% per annum, then outstanding (with such All-In the Effective Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Initial Term Loans shall be increased to the extent necessary so that the yield is Effective Yield for the Initial Term Loans are equal to the Effective Yield for such Indebtedness minus 0.50% per annum (provided that the “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 Equivalent Debt minus 50 basis points.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

Incremental Equivalent Debt. (a) At The Borrower may, upon notice to the Administrative Agent, at any time and or from time to time after the Acquisition Effective Closing Date, subject to the terms and conditions set forth hereinissue, incur or otherwise obtain Indebtedness of the Borrower may issue (and any refinancing thereof) in respect of one or more series of senior or subordinated notes (which may be unsecured or secured on a pari passu or junior lien basis with the Obligations under the Initial Loans), in each case issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, or senior or subordinated mezzanine Indebtedness (which may be in the form of loans or notes and limited to being unsecured or secured solely on a junior lien basis), in each case, that are issued or made in lieu of Incremental Commitments (the “Incremental Equivalent Debt in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and after giving effect to the issuance of any Debt”); provided that (i) if such Incremental Equivalent Debt when combined with is secured, the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall obligations in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) shall not be guaranteed by any Person other than the Subsidiary Guarantors and respect thereof shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries or any Subsidiary Guarantor other than the Collateral, any asset constituting Collateral and (iii) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of shall not be subject to any Guarantee by any Person other than the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b)Guarantors, (iii) if the such Incremental Equivalent Debt is incurred in (x) secured on a pari passu or junior basis with the form of Permitted Pari Passu Indebtedness that is floating rate debtObligations under the Initial 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-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 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 first or pro rata to the Loans 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”), (v) such Incremental Equivalent Debt shall not be required to be on terms and pursuant to documentation consistent with the Loans or reasonably satisfactory to the Administrative Agent, nor shall it be subject to the conditions set forth in (e)(ii), (vi) except as otherwise set forth in this clause (g), such Incremental Equivalent 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 conditions applicable to shall be current market terms for such type of Incremental Term Loan Commitments under Section 2.4(c)(viEquivalent Debt (as reasonably determined in good faith by the Borrower), and (iivii) if the Incremental Equivalent Debt is incurred in the form no Event of Permitted Pari Passu Indebtedness that is fixed rate debtDefault (or, if the All-In Yield for any proceeds of such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that mayare to be used in whole or in part to fund an Investment or Permitted Acquisition, no Event of Default under any circumstancesSections 8.01(a), (b), (g) or (h)) shall have occurred and be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID continuing or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal would exist immediately after giving effect to such Incremental Equivalent Debt minus 50 basis pointsincurrence.

Incremental Equivalent Debt. (a) At any time and The Borrower may from time to time after the Acquisition Effective Closing Date, subject upon notice by the Borrower to the Administrative Agent, specifying in reasonable detail the proposed terms and conditions set forth hereinthereof, the Borrower may issue one or more series of notes or term loans that are (at the option of the Borrower) secured on a first lien “equal and ratable” basis with the Liens securing the Obligations or secured on a “junior” basis with the Liens securing the Obligations in lieu of Incremental Equivalent Debt Term Loans in an aggregate principal amount not to exceed the Available Incremental Amount as (at the time of incurrence) (collectively, “Incremental Equivalent Debt”). The Borrower may, at it’s option, appoint any Person that is not an Affiliate of the date Borrower as arranger of and after giving effect to the issuance of any such Incremental Equivalent Debt when combined with (such Person (who may be the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4Administrative Agent, Incremental Revolving Commitments under Section 3.16if it so agrees), and any other the “Incremental Equivalent Debt under this Section 2.5Arranger”). (b) The issuance Each incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $5,000,000 and (y) the entire amount that may be requested under this Section 2.26. (c) With respect to any Incremental Equivalent Debt pursuant to this Section 2.5 2.26, (i) subject to clause (d) below (A) no Event of Default would exist after giving effect to such Incremental Equivalent Debt and (B) all representations and warranties in Section 4 shall be true and correct in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), material respects; (ii) such Incremental Equivalent Debt shall not be guaranteed by any Person other than the Subsidiary Guarantors that is not a Loan Party or that does not become a Loan Party and shall not be secured by any Lien a lien on any property or asset assets of a Loan Party that is not part of the Borrower and its Subsidiaries other than the Collateral, and , (iii) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at extent secured by the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debtCollateral, such Incremental Equivalent Debt shall be subject to intercreditor arrangements that are reasonably satisfactory to the terms Incremental Equivalent Debt Arranger and, if such Incremental Equivalent Debt Arranger is not the Administrative Agent, the Administrative Agent, (iv) such Incremental Equivalent Debt shall mature no earlier than the latest Maturity Date of the then outstanding Term Loan Facility and conditions the weighted average life to maturity of such Incremental Equivalent Debt shall be no shorter than the longest remaining weighted average life of the then outstanding Term Loan Facility, (v) 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 (or greater than pro rata) to the Term Loans and other Incremental Equivalent Debt that is secured on a pari passu basis with the Obligations), (vi) with respect to any Incremental Equivalent Debt consisting of loans that are secured on a pari passu basis with the Obligations that are incurred on or prior to the date that is twelve months after the Closing Date, the MFN Provision shall be applicable thereto as though such loans were Incremental Term Loans and (vii) the covenants and events of default of such Incremental Equivalent Debt are not materially more restrictive (excluding pricing and optional prepayment and redemption terms), when taken as a whole, than those under the then-existing Term Loan Facility (as determined by the Borrower in good faith), unless such covenants and events of default are applicable only to periods after the latest Maturity Date or such covenants and events of default are, in consultation with the Administrative Agent and Borrower, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment voting requirements. Subject to the foregoing and clause (e) below, the conditions precedent to each such incurrence shall be agreed to by the creditors providing such Incremental Term Loan Commitments Equivalent Debt and the Borrower. (d) In connection with any LCT Election: (i) when calculating the availability of any basket or ratio in connection with any Incremental Equivalent Debt incurred or established, as applicable, in connection with such Limited Condition Transaction, the date of determination for availability under Section 2.4(c)(vi)any such basket or ratio shall be determined on the LCT Date, in which case, such Limited Condition Transaction will be given pro forma effect, including with respect to the Indebtedness to be incurred in connection therewith, and (ii) if the date of determination for whether any such transaction is permitted under this Agreement shall be deemed in all respects to be the LCT Test Date; provided, however, that at the time of funding of such Incremental Equivalent Debt: (x) there shall be no Event of Default under Section 8(a) or Section 8(f) in existence, and (y) certain customary “specified representations” consistent with “SunGard” conditionality provisions must be true and correct in all material respects. (e) The Lenders hereby authorize the Incremental Equivalent Debt is incurred Arranger (and the Lenders hereby authorize the Incremental Equivalent Debt Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any Incremental Equivalent Debt with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the form reasonable opinion of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any Incremental Equivalent Debt Arranger and the Borrower in connection with the incurrence of such Incremental Equivalent Debt, in each case on terms consistent with this Section 2.26. If the Incremental Equivalent Debt incurred Arranger is greater than not the highest applicable All-in-Yield that mayAdministrative Agent, under any circumstancesthe actions authorized to be taken by the Incremental Equivalent Debt Arranger herein shall be done in consultation with the Administrative Agent and, be payable with respect to Term Loans then outstanding applicable documentation (with such All-In Yield with respect including amendments to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time this Agreement and the LIBOR Swap Equivalent Rate and (B) other Loan Documents), any comments to such documentation reasonably requested by the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans Administrative Agent shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis pointsreflected therein.

Incremental Equivalent Debt. The Borrowers may, upon the delivery to the Administrative Agent of notice thereof specifying in reasonable detail the proposed terms thereof not less than ten days, and not more than sixty days, prior to the proposed effective date thereof (a) At any time and from time to time after the Acquisition “Incremental Equivalent Debt Effective Date”), subject to the terms and conditions set forth hereinissue or incur, the Borrower may issue in lieu of Incremental Term Loans, Indebtedness consisting of one or more series of senior secured first lien notes, junior lien notes, junior lien loans, subordinated notes or senior unsecured notes or unsecured loans, in each case, issued in a public offering, Rule 144A or other private placement transactions, or secured or unsecured mezzanine Indebtedness or debt securities (such Indebtedness, collectively, “Incremental Equivalent Debt Debt”), in an aggregate principal amount not to exceed the Available sum of (i) the Incremental Fixed Amount plus (ii) so long as of the date of and First Lien Leverage Ratio after giving effect to the issuance incurrence of any such Incremental Equivalent Debt when combined with (and the aggregate amount use of all proceeds therefrom) on a Pro Forma Basis does not exceed 1.75:1.00, the Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Ratio Amount. Anything herein to the contrary notwithstanding: (1) such Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) shall not at any time be incurred by any Person other than a Borrower or guaranteed by any Person other than the Subsidiary Guarantors and a Loan Party, and, if secured, such Incremental Equivalent Debt shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the Collateral, and a representative acting on behalf of the lenders or investors providing such Incremental Equivalent Debt shall have entered into an Intercreditor Agreement and a subordination agreement (iiiif applicable), in each case reasonably satisfactory to the Required Lenders; (2) Section 2.01(e)(1), (4), (5) and (6) shall contain covenantsapply, events of defaultmutatis mutandis, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement ; and (3) except as otherwise expressly set forth in this clause herein, (bx) the pricing (including interest, fees and premiums), shall be conclusive evidence that such optional prepayment and redemption terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, with respect such Incremental Equivalent Debt shall be subject to determined by the terms Borrowers and conditions applicable to the lenders or investors providing such Incremental Term Loan Commitments under Section 2.4(c)(vi)Equivalent Debt, and (iiy) if the Incremental Equivalent Debt is incurred in the form other terms of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than shall be, when taken as a whole, no more favorable (as reasonably determined by the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect Required Lenders) to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID lenders or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to investors providing such Incremental Equivalent Debt minus 50 basis pointsthan those applicable to the Term Loans (except to the extent (A) such terms are added in the Loan Documents for the benefit of the Term Lenders pursuant to an amendment hereto or thereto subject solely to the reasonable satisfaction of the Administrative Agent and the Required Lenders or (B) applicable solely to periods after the latest Maturity Date existing at the time of such incurrence).

Incremental Equivalent Debt. 148 (ai) At any time and Any Loan Party may from time to time after the Acquisition Effective Date, subject to the terms and conditions set forth herein, the Borrower may Closing Date issue one or more series of senior secured, senior unsecured, senior subordinated, subordinated notes, loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured, are secured by the Collateral on a first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or secured on a “junior” basis with the Liens on the Collateral securing the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes, loans and/or Extendable Bridge Loans/Interim Debt, collectively, “Incremental Equivalent Debt Debt”) in an aggregate principal amount not to exceed the Available Incremental Amount as (at the time of incurrence, subject to Section 1.02(i)); provided that (i) no Event of Default would exist after giving Pro Forma Effect to any such request, subject to Section 1.02(i), and (ii) any such incurrence of Incremental Equivalent Debt shall be in a minimum amount of the date lesser of (x) $5,000,000 and after giving effect (y) the entire amount that may be requested under this Section 2.15; provided, further, that any New Loan Commitments established pursuant to Section 2.14 and Incremental Equivalent Debt issued pursuant to this Section 2.15, (A) at the Borrower’s option, will count, first, to reduce the amount available under the Ratio-Based Incremental Facilities (to the issuance extent compliant therewith), second, to reduce the amount available under the Prepayment-Based Incremental Facilities and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilities, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facilities, the Cash-Capped Incremental Facilities and the Prepayment-Based Incremental Facilities, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions, at the Borrower’s option, by first calculating the incurrence under the Ratio-Based Incremental Facilities (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility, the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt or Ratio Acquisitions 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 or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt or Ratio Acquisitions Debt incurred pursuant to Section 7.01) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) 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 so long as, at the time of such redesignation, the Borrower would be permitted to incur the aggregate principal amount of such Incremental Equivalent Debt when combined with under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility, as applicable, by all or such portion, as applicable, of the aggregate principal amount of all such Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and Equivalent Debt). The Borrower may appoint any other Person as arranger of such Incremental Equivalent Debt under this Section 2.5(such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”). (bii) The issuance As a condition precedent to the incurrence of any Incremental Equivalent Debt pursuant to this Section 2.5 2.15, (i) shall in all cases, be subject to the terms and conditions applicable to such Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) Equivalent Debt shall not be guaranteed Guaranteed by any Person other than the Subsidiary Guarantors that is not a Loan Party or that does not become a Loan Party and shall not be secured by any Lien a lien on any property or asset assets of the Borrower and its Subsidiaries other than a Loan Party that is not part of the Collateral, (ii) be unsecured or secured either on a first lien “equal and ratable” basis with the other Facilities or on a “junior” basis with the other Facilities (and on a pari passu or junior basis to the Second Lien Facility (or any replacement thereof)), in each case over the same (or less) Collateral that secures the Facilities, as applicable (and in each case, such Incremental Equivalent Debt shall be subject to intercreditor arrangements that are reasonably satisfactory to the Incremental Arranger and, if such Incremental Arranger is not the Administrative Agent, the Administrative Agent (provided that, if the Incremental Equivalent Debt is secured on a junior basis to the Facilities and on a pari passu basis with the Second Lien Facility, the First Lien/Second Lien Intercreditor Agreement shall be deemed satisfactory), (iii) such Incremental Equivalent Debt shall contain have a final maturity no earlier than the then Latest Maturity Date, provided, that Extendable Bridge Loans/Interim Debt and customary escrow arrangements may have a maturity date earlier than the Latest Maturity Date, (iv) the Weighted Average Life to Maturity of such Incremental Equivalent Debt shall not (A) be shorter than that of any then-existing Term Loan Tranche, or (B) to the extent unsecured, be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, event of loss or similar event or change of control provisions and customary acceleration rights after an event of default, (y) special mandatory redemptions in connection with customary escrow arrangements or (z) so-called “AHYDO” payments); provided, that, with respect to Extendable Bridge Loans/Interim Debt, the Weighted Average Life to Maturity thereof may be shorter than that of any existing Term Loan Tranche, (v) such Incremental Equivalent Debt (other than any Extendable Bridge Loans/Interim 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 (or greater than pro rata) to the Term Loans and other Incremental Equivalent Debt that is secured on a pari passu basis with the Obligations), (vi) with respect to any Incremental Equivalent Debt consisting of term loans that are pari passu in right of payment with the Term Facility, secured on a pari passu basis with the Initial Term Loans, denominated in Dollars, the MFN Provision shall be applicable thereto as though such loans were a New Term Facility and (vii) the covenants, events of default, guarantees (if any) guarantees, collateral and other terms of such Incremental Equivalent Debt are customary for similar debt instruments securities or loans in light of then-prevailing market conditions at the time of issuance, incurrence (as determined by the Borrower in good faith) (it being understood that (A) no Incremental Equivalent Debt in the form of term loans or notes shall include any financial maintenance covenants, but that customary cross-acceleration provisions may be included and (B) any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence-based; provided, that any such negative covenants applicable to Extendable Bridge Loans/Interim Debt may be maintenance covenants) (provided that, at the Borrower’s option, delivery of a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent Incremental Equivalent Debt Arranger in good faith at least three Business Days (or such shorter period as may be agreed by the Incremental Equivalent Debt Arranger) prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if satisfy such requirement unless the Incremental Equivalent Debt is incurred in Arranger provides notice to the form Borrower of Permitted Pari Passu Indebtedness that is floating rate debtits objection during such three Business Day period (including a reasonable description of the basis upon which it objects)). Subject to the foregoing, the conditions precedent to each such incurrence shall be agreed to by the creditors providing such Incremental Equivalent Debt shall be subject to and the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and Borrower. (iiiii) if The Lenders hereby authorize the Incremental Equivalent Debt is incurred Arranger (and the Lenders hereby authorize the Incremental Equivalent Debt Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to secure any Incremental Equivalent Debt with the Collateral and/or to make such technical amendments as may be necessary or appropriate in the form reasonable opinion of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any Incremental Equivalent Debt Arranger and the Borrower in connection with the incurrence of such Incremental Equivalent Debt, in each case on terms consistent with this Section 2.15. If the Incremental Equivalent Debt incurred Arranger is greater than not the highest applicable All-in-Yield that mayAdministrative Agent, under any circumstancesthe actions authorized to be taken by the Incremental Equivalent Debt Arranger herein shall be done in consultation with the Administrative Agent and, be payable with respect to Term Loans then outstanding applicable documentation (with such All-In Yield with respect including amendments to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time this Agreement and the LIBOR Swap Equivalent Rate and (B) other Loan Documents), any comments to such documentation reasonably requested by the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans Administrative Agent shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis pointsreflected therein.

Incremental Equivalent Debt. The Borrowers may, upon the delivery to the Administrative Agent of notice thereof specifying in reasonable detail the proposed terms thereof not less than ten days, and not more than sixty days, prior to the proposed effective date thereof (a) At any time and from time to time after the Acquisition “Incremental Equivalent Debt Effective Date”), subject to the terms and conditions set forth hereinissue or incur, the Borrower may issue in lieu of Incremental Term Loans, Indebtedness consisting of one or more series of senior secured first lien notes, junior lien notes, junior lien loans, subordinated notes or senior unsecured notes or unsecured loans, in each case, issued in a public offering, Rule 144A or other private placement transactions, or secured or unsecured mezzanine Indebtedness or debt securities (such Indebtedness, collectively, “Incremental Equivalent Debt Debt”), in an aggregate principal amount not to exceed the Available Incremental Amount sum of (i) so long as of the date of and First Lien Leverage Ratio after giving effect to the issuance incurrence of any such Incremental Equivalent Debt when combined with (and the aggregate amount use of all proceeds therefrom) on a pro forma basis (but without netting cash proceeds thereof) does not exceed 2.25:1.00, the Incremental Term Loans Amount plus (ii) so long as each of the Total Leverage Ratio and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other the First Lien Leverage Ratio after giving effect to the incurrence of such Incremental Equivalent Debt under this Section 2.5. (band the use of proceeds therefrom) The issuance 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 any Term Loans substantially concurrently repaid with the proceeds of such Incremental Equivalent Debt pursuant to (any such refinancing under this Section 2.5 clause (iii), a “Specified Term Loan Refinancing”), it being understood and agreed that (x) any Specified Term Loan Refinancing shall in all cases, be subject to the other terms of this Agreement relating to prepayment of the Term Loans, including, without limitation, Section 2.10 and conditions applicable (y) the prepayment of Term Loans in connection with any Specified Term Loan Refinancing will not (except with respect to Incremental Term Loan Commitments Equivalent Debt as set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), in this clause (ii)) increase the capacity to incur Indebtedness under this Agreement. Anything herein to the contrary notwithstanding: (1) such Incremental Equivalent Debt shall not at any time be incurred by any Person other than a Borrower or guaranteed by any Person other than the Subsidiary Guarantors and a Loan Party, and, if secured, such Incremental Equivalent Debt shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the Collateral, and (iii) a representative acting on behalf of the lenders or investors providing such Incremental Equivalent Debt shall contain covenants, events of default, guarantees have entered into an Intercreditor Agreement and a subordination agreement (if any) and other terms customary for similar debt instruments applicable), in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered each case reasonably satisfactory to the Administrative Agent prior Agent; (2) Section 2.01(e)(2), (4), (5) and (6) shall apply, mutatis mutandis, to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement ; and (3) except as otherwise expressly set forth in this clause herein, (bx) the pricing (including interest, fees and premiums), shall be conclusive evidence that such optional prepayment and redemption terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, with respect such Incremental Equivalent Debt shall be subject to determined by the terms Borrowers and conditions applicable to the lenders or investors providing such Incremental Term Loan Commitments under Section 2.4(c)(vi)Equivalent Debt, and (iiy) if the Incremental Equivalent Debt is incurred in the form other terms of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than shall be, when taken as a whole, no more favorable (as reasonably determined by the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect Administrative Agent) to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID lenders or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to investors providing such Incremental Equivalent Debt minus 50 basis pointsthan those applicable to the Term Loans (except to the extent (A) such terms are added in the Loan Documents for the benefit of the Term Lenders pursuant to an amendment hereto or thereto subject solely to the reasonable satisfaction of the Administrative Agent or (B) applicable solely to periods after the latest Maturity Date existing at the time of such incurrence).

Incremental Equivalent Debt. (a) At any time and from time to time after the Acquisition Effective Datetime, subject to the terms and conditions set forth herein, the Borrower may issue one or more series of Incremental Equivalent Debt in an aggregate principal amount not to exceed the Available Incremental Amount exceed, as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Loans, Incremental Term Loan Commitments under Section 2.4, and Incremental Revolving Commitments under Section 3.162.22, and any other the Available Incremental Equivalent Debt under this Section 2.5Amount. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 2.25 (i) shall in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments or Incremental Revolving Commitments (as applicable) set forth under Section 2.4(b)(iii2.22(b) (other than clause (ii) thereof) and Section 2.4(c)(iithe maturity date of such Incremental Equivalent Debt shall be no earlier than the Initiallater to occur of (x) through the Revolving Termination Date and (vy) the latest Term Loan Maturity Date; (ii) to the extent constituting term debt, the weighted average life to maturity of such Incremental Equivalent Debt shall not be shorter than the weighted average life to maturity of the Initial Term Loans or 2022 Term Loans at the time of such incurrence (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of any applicable Term Loans), (iiiii) such Incremental Equivalent Debt shall not be guaranteed by any Person other than the Subsidiary Guarantors and shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the CollateralCredit Parties, and (iiiiv) shall contain the covenants, events of default, guarantees (if any) and other terms of such Incremental Equivalent Debt shall be customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible an Authorized Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (bii), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis points.

Incremental Equivalent Debt. (a) At any time and The Parent or Borrower may from time to time after the Acquisition Effective Closing Date, subject upon notice by Parent to the Administrative Agent, specifying in reasonable detail the proposed terms and conditions set forth hereinthereof, the Borrower may 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 Debt”) in an aggregate principal amount not to exceed the Available Incremental Amount as (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 date 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 giving effect the first date on which the Borrower would be permitted to incur all or such portion, as applicable, of the issuance aggregate principal amount of any such Incremental Equivalent Debt when combined with being so redesignated under the aggregate amount Ratio-Based Incremental Facility (which, for the avoidance of all doubt, shall have the effect of increasing the Cash-Capped Incremental Term Loans Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the Dollar Amount of such redesignated Incremental Equivalent Debt) and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16(ii) Parent may otherwise classify, and may later reclassify, all or any other 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 under this Section 2.5(such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”). (b) The issuance As a condition precedent to the incurrence of any Incremental Equivalent Debt pursuant to this Section 2.5 2.15, (i) such Incremental Equivalent Debt shall in all cases, not be subject to the terms and conditions applicable to Incremental Term Guaranteed by any 121 Person that is not a Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v)Party or that does not become a Loan Party, (ii) shall not be guaranteed by any Person other than to the Subsidiary Guarantors and shall not be extent secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the Collateral, and (iii) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi)an Acceptable Intercreditor Agreement, and (iiiii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater shall have a final maturity no earlier than the highest applicable Allthen Latest Maturity Date of the Term Facilities; provided, that Extendable Bridge Loans/Interim Debt may have a maturity date earlier than the Latest Maturity Date of the Term Facilities, (iv) the Weighted Average Life to Maturity of such Incremental Equivalent Debt shall not be shorter than that of any then-in-Yield existing Term Loan Tranche unless the Term Lenders are also offered by the Borrower the same amortization amounts for the corresponding year (provided that mayeach Term Lender will be deemed to have rejected such offer unless such Term Lender notifies the Administrative Agent that it has accepted such offer by 11 a.m. five (5) Business Days (or such longer period which the Borrower agrees) after the date of such offer; provided, under any circumstancesthat, be payable with respect to Extendable Bridge Loans/Interim Debt , the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, (v) such Incremental Equivalent Debt, shall, for purposes of prepayments, be treated substantially the same as (and in any event no more favorably than) any Term Facility unless the Borrower otherwise elects (but in any event no more favorably than the existing Term Loans then outstanding with respect to mandatory prepayments), (vi) such Incremental Equivalent Debt shall not require mandatory prepayments to be made except to the extent required to be applied first pro rata (or greater than pro rata) to the Term Facilities and any pari passu secured Incremental Equivalent Debt and (vii) subject to clauses (iii) and (iv) above with respect to final maturity and Weighted Average Life to Maturity, the amortization schedules, any fees payable in connection with such All-In Yield with respect Incremental Equivalent Debt and all other terms of such Incremental Equivalent Debt will be as agreed between the Borrower and the applicable providers of such Incremental Equivalent Debt; provided, that notwithstanding the foregoing, such Incremental Equivalent Debt shall not have covenants and events of default (excluding pricing and optional prepayment and redemption terms) that are materially more restrictive (as determined by Parent in good faith) when taken as a whole than the covenants and events of default applicable to the then existing Term Loans calculated using Facilities unless such more restrictive covenants and/or events of default (Aw) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and are incorporated into this Agreement (Bor any other applicable Loan Document) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then benefit of all existing Lenders of Term Loans shall be increased (to the extent necessary so that applicable to such Lender of Term Loans) without further amendment requirements (which amendment may be effected by only Parent and the yield is equal Administrative Agent), (x) are applicable only to periods after the Latest Maturity Date of the Term Facilities existing at the time of incurrence of such Incremental Equivalent Debt, (y) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by Parent in good faith) or (z) are reasonably satisfactory to the Borrower, the Incremental Equivalent Debt Arranger and the Administrative Agent. Subject to the foregoing, the conditions precedent to each such incurrence shall be agreed to by the applicable creditors providing such Incremental Equivalent Debt minus 50 basis pointsand the Borrower. For the avoidance of doubt, Incremental Equivalent Debt shall not be subject to any “most favored nation” protections. (c) The Lenders hereby authorize the Incremental Equivalent Debt Arranger (and the Lenders hereby authorize the Incremental Equivalent Debt Arranger to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary, desirable or appropriate in order to secure any Incremental Equivalent Debt with the Collateral and/or to make such technical amendments as may be necessary, desirable or appropriate in the reasonable opinion of the Incremental Equivalent Debt Arranger and the Borrower in connection with the incurrence of such Incremental Equivalent Debt, 122 in each case on terms consistent with this Section 2.15. If the Incremental Equivalent Debt Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Equivalent Debt Arranger herein shall be done in consultation with the Administrative Agent and, with respect to applicable documentation (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein.

Incremental Equivalent Debt. (a) At Debt of any time and from time to time after the Acquisition Effective Date, subject to the terms and conditions set forth herein, the Borrower may issue one or more series of Incremental Equivalent Debt any Subsidiary in an aggregate principal amount not to exceed the Available Maximum Incremental Facilities Amount so long as of (A) such Debt shall not mature prior to the date of and that is 91 days after giving effect the latest Applicable Termination Date (or prior to the issuance 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, that the foregoing requirements of this clause (A) 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 (A), (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 when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4Debt, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall in all cases, be subject to customary intercreditor terms (including those in the terms Intercreditor Agreement and/or any other lien subordination and conditions applicable intercreditor arrangement reasonably satisfactory to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) the Borrower and Section 2.4(c)(ii) through (vthe Administrative Agent, as applicable), (iiD) shall such Debt is not be guaranteed by any Person other than the Subsidiary Guarantors and shall any Obligor, (E) if such Debt is secured, it is not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries assets other than the Collateral, Collateral and (iiiF) the maximum aggregate principal amount of Incremental Equivalentsuch Debt that mayshall be incurred by Subsidiaries that are not Obligors shall contain covenants, events not exceed the greater of default, guarantees (if anyx) U.S.$50,000,000 and other terms customary for similar debt instruments in light (y) 5.00% of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer Consolidated EBITDA of the Borrower delivered to Borrowers and the Administrative Agent prior to or Subsidiaries for the most recently ended most recently ended period of four consecutive Fiscal Quarters calculated on a pro forma basis at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in any one time outstanding (this clause (bF), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the “Non-Loan Party Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Basket”).a U.S. Loan Commitments under Section 2.4(c)(vi), and (ii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis pointsParty.

Incremental Equivalent Debt. (a) At any time and from time to time after the Acquisition Effective Datetime, subject to the terms and conditions set forth herein, the Borrower may issue one or more series of Incremental Equivalent Debt in an aggregate principal amount not to exceed the Available Incremental Amount exceed, as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, 2.4 and Incremental Revolving Commitments under Section 3.163.16 (other than those issued pursuant to clause (iii) of the first sentence of Section 3.16(a)), and any other the Available Incremental Equivalent Debt under this Section 2.5Amount. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 shall (i) shall in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii2.4(b) (other than clause (ii) thereof) and Section 2.4(c)(ii) through (v), (ii) shall not be guaranteed by any Person other than the Subsidiary Guarantors and shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the Collateral, and (iii), and (ii) shall contain the covenants, events of default, guarantees (if any) and other terms of such Incremental Equivalent Debt shall be customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a an Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (bii), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis points.

Incremental Equivalent Debt. (a) At any time and from time to time after the Acquisition Effective Date, subject to the terms and conditions set forth hereinIn addition, the Borrower may issue one or more series of Incremental Equivalent Debt in an aggregate principal amount not to exceed the Available Incremental Amount as utilize any portion of the date Incremental Facility Increase Amount in effect at such time to issue or incur Indebtedness consisting of and after giving effect 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 any 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 when combined is in the form of term loans or notes that are pari passu with the aggregate amount of all Incremental Initial Term Loans in right of payment and Incremental Term Loan Commitments under Section 2.4with respect to security and, Incremental Revolving Commitments under Section 3.16, and any other if such Incremental Equivalent Debt under this Section 2.5.were incurred as an Incremental Facility, would have triggered the MFN Adjustment, the MFN Adjustment shall apply, (bii) The issuance 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 pursuant 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 Section 2.5 subclause (i) shall in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (vii)), (iiiii) such Incremental Equivalent Debt shall not be guaranteed by any Person other than the Subsidiary Guarantors and 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 be secured by any Lien on any property or asset assets not securing the Loans (unless such assets shall substantially concurrently become a part of the Borrower and its Subsidiaries other than the Collateral, ) and (iiiy) is subject to a customary intercreditor agreement reasonably satisfactory to the Administrative Agent and the Borrower, (v) no Event of Default shall contain covenantshave occurred and be continuing (provided that, events solely with respect to any Incremental Equivalent Debt incurred in connection with a Limited Condition Transaction, (x) no Event of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions Default shall exist at the time of issuanceexecution 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 certificate of a Responsible Officer of (A) terms not substantially consistent with the Borrower delivered existing Term Loans that are applicable only after the Latest Maturity Date at such time will be deemed to be satisfactory to the Administrative Agent prior to or at the incurrence of Agent, (B) terms contained in such Incremental Equivalent DebtDebt that are, together with taken as a reasonably detailed description of whole, more favorable to the material terms and conditions lenders or the agent of such Incremental Equivalent Debt and are substantially concurrently conformed (or drafts added) to the Credit Documents for the benefit of the documentation relating thereto, stating that lenders under the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) or the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall Administrative Agent, as applicable, will be increased deemed to be satisfactory to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis points.Administrative Agent and

Incremental Equivalent Debt. (a) At The Borrower may, upon notice to the Administrative Agent, at any time and or from time to time after the Acquisition Effective Closing Date, subject to the terms and conditions set forth hereinissue, incur or otherwise obtain Indebtedness of the Borrower may issue (and any refinancing thereof) in respect of one or more series of senior or subordinated notes (which may be unsecured or secured on a pari passu or junior lien basis with the Obligations under the Initial Loans), in each case issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, or senior or subordinated mezzanine Indebtedness (which may be in the form of loans or notes and limited to being unsecured or secured solely on a junior lien basis), in each case, that are issued or made in lieu of Incremental Commitments (the “Incremental Equivalent Debt in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and after giving effect to the issuance of any Debt”); provided that (i) if such Incremental Equivalent Debt when combined with is secured, the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall obligations in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) shall not be guaranteed by any Person other than the Subsidiary Guarantors and respect thereof shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries or any Subsidiary Guarantor other than the Collateral, any asset constituting Collateral and (iii) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of shall not be subject to any Guarantee by any Person other than the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b)Guarantors, (iii) if the such Incremental Equivalent Debt is incurred in (x) secured on a pari passu or junior basis with the form of Permitted Pari Passu Indebtedness that is floating rate debtObligations under the Initial 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-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 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 first or pro rata to the Loans 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”), (v) such Incremental Equivalent Debt shall not be required to be on terms and pursuant to documentation consistent with the Loans or reasonably satisfactory to the Administrative Agent, nor shall it be subject to the conditions set forth in (e)(ii), (vi) except as otherwise set forth in this clause (g), such Incremental Equivalent 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 conditions applicable to shall be current market terms for such type of Incremental Term Loan Commitments under Section 2.4(c)(viEquivalent Debt (as reasonably determined in good faith by the Borrower), and (iivii) if the Incremental Equivalent Debt is incurred in the form no Event of Permitted Pari Passu Indebtedness that is fixed rate debtDefault (or, if the All-In Yield for any proceeds of such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that mayare to be used in whole or in part to fund an Investment or Permitted Acquisition, no Event of Default under any circumstancesSections 8.01(a), (b), (g) or (h)) shall have occurred and be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID continuing or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal would exist immediately after giving effect to such Incremental Equivalent Debt minus 50 basis pointsincurrence.

Incremental Equivalent Debt. (a) At A Borrower or any Loan Party may, at any time and or from time to time after the Acquisition Effective Closing Date, subject to the terms and conditions set forth hereinissue, the incur or otherwise obtain Indebtedness of a Borrower may issue or any Loan Party in respect of one or more series of senior or subordinated notes or loans (which may be unsecured or secured on the Non-Super Priority Collateral on a junior lien basis with the Obligations), in each case, that are issued or made in lieu of Incremental Term Commitments (the “Incremental Equivalent Debt”); provided that (i) the aggregate principal amount of Incremental Equivalent Debt in an aggregate principal amount and any Incremental Term Loans made shall not to exceed the Available Incremental Amount as of the date of and after giving effect to the issuance of any Cap, (ii) such Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall in all cases, not be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) shall not be guaranteed any Guarantee by any Person other than a Loan Party, (iii) if such Incremental Equivalent Debt is secured, the Subsidiary Guarantors and obligations in respect thereof shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries or any Restricted Subsidiary other than the any asset constituting Non-Super Priority Collateral, (iv) no Default or Event of Default shall have occurred and (iii) shall contain covenantsbe continuing or would exist immediately after giving effect to such incurrence; provided that, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such connection with any Incremental Equivalent Debt, together with the primary purpose of which is to finance a reasonably detailed description of Limited Condition Transaction, the material terms and conditions of lenders providing such Incremental Equivalent Debt may waive in full or drafts of in part the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement condition set forth in this clause (biv) (other than with respect to any Event of Default under Section 7.1(a)(1), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b7.1(a)(7) or Section 7.1(a)(8)), (iv) if the such Incremental Equivalent Debt is incurred in (a) secured on a junior basis to the form of Permitted Pari Passu Indebtedness that is floating rate debtObligations, then such Incremental Equivalent Debt shall be subject to a Junior Lien Intercreditor Agreement reflecting the terms and conditions applicable second (or more junior) lien status of the Liens securing such Indebtedness or (b) unsecured and/or contractually subordinated to Incremental Term Loan Commitments under Section 2.4(c)(vi)the Obligations, and (ii) if the then any such contractually subordinated Incremental Equivalent Debt is incurred shall be subject to a Subordination Agreement (or, alternatively, terms in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield definitive documentation for any such Incremental Equivalent Debt incurred is greater than substantially similar to those in such applicable agreement, as agreed by the highest applicable All-in-Yield that mayBorrower and Administrative Agent), under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (Avi) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 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 points.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) At In addition, the Borrowers may utilize any time and from portion of the Incremental Facility Increase Amount in effect at such time to time after the Acquisition Effective Dateissue or incur Indebtedness consisting of term loans (whether pari passu, subject subordinated in right of payment to the terms and conditions set forth hereinObligations, unsecured or secured by Liens ranking junior or subordinate to the Borrower may issue one Liens securing the Obligations) or more series notes (whether pari passu, subordinated in right of Incremental Equivalent Debt 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 an aggregate principal amount not to exceed the Available Incremental Amount as each case in respect of the date of and after giving effect to the issuance of any 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) such Incremental Equivalent Debt when combined with (x) to the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other extent such Incremental Equivalent Debt under 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 Section 2.5. subclause (bi) The issuance of shall not apply to any Incremental Equivalent Debt pursuant 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 Section 2.5 subclause (i) shall in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v)), (ii) such Incremental Equivalent Debt shall not be guaranteed by any Person other than the Subsidiary Guarantors and that is not a Credit Party (unless such Person shall substantially concurrently become a Credit Party hereunder pursuant to Section 5.10), (iii) if secured, such Incremental Equivalent Debt (x) is not be secured by any Lien on any property or asset assets not securing the Loans (unless such assets shall substantially concurrently become a part of the Borrower and its Subsidiaries other than the Collateral, ) and (iiiy) is subject to a customary intercreditor agreement reasonably satisfactory to the Administrative Agent and the Lead Borrower, (iv) no Event of Default shall contain covenantshave occurred and be continuing (provided that, events solely with respect to any Incremental Equivalent Debt incurred in connection with a Limited Condition Transaction, (x) no Event of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions Default shall exist at the time of issuanceexecution 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), (v) 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 (vi) 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 Latest Maturity Date at such time will be deemed to be satisfactory to the Administrative Agent, (B) terms contained in such Incremental Equivalent Debt that are, taken as a certificate whole, more favorable to the lenders or the agent of a Responsible Officer such Incremental Equivalent Debt and are substantially concurrently conformed (or added) to the Credit Documents for the benefit of the Borrower delivered lenders under the existing Term Loans or the Administrative Agent, as applicable, will be deemed to be satisfactory to the Administrative Agent prior to or 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 Lead Borrower in good faith) will be deemed to be satisfactory to the Administrative Agent) (provided that, to the extent that any financial maintenance covenant is added for the benefit of such Incremental Equivalent Debt, together with a reasonably detailed description no consent shall be required from the Administrative Agent or any of the material terms and conditions of Lenders if such Incremental Equivalent Debt or drafts financial maintenance covenant is either (a) also added for the benefit of the documentation relating thereto, stating that Lenders under the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause Credit Documents or (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to ) only applicable after the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate Latest Maturity Date at such time and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to such Incremental Equivalent Debt minus 50 basis pointstime).

Incremental Equivalent Debt. (a) At The Borrower may, upon notice to the Administrative Agent, at any time and or from time to time after the Acquisition Effective Closing Date, subject to the terms and conditions set forth hereinissue, incur or otherwise obtain Indebtedness of the Borrower may issue (and any Permitted Refinancing thereof) in respect of one or more series of pari passu or subordinated notes or loans (which may be unsecured or secured on a junior lien basis or, in the case of notes only, a pari passu basis with the Obligations), in each case issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, or pari passu or subordinated mezzanine Indebtedness (which may be in the form of loans or notes and limited to being unsecured or secured solely on a junior lien basis), in each case, that are issued or made in lieu of Incremental Term Commitments (the “Incremental Equivalent Debt in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and Debt”); provided that (i) after giving effect Pro Forma Effect to both (x) the issuance or incurrence of any such Incremental Equivalent Debt when combined with (assuming a borrowing of the aggregate amount maximum credit thereunder) and (y) any Specified Transactions consummated in connection therewith, the Consolidated Total Net Rent Adjusted Leverage Ratio does not exceed 5.25:1.00 (excluding the proceeds of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other such Incremental Equivalent Debt under this Section 2.5. from netting in the calculation of Consolidated Total Net Rent Adjusted Leverage Ratio), (bii) The issuance no Default or Event of Default shall have occurred and be continuing, provided that in the case of any Incremental Equivalent Debt pursuant the primary purpose of which is to finance a Permitted Acquisition that is a Limited Condition Transaction, this condition shall be no Event of Default under Section 2.5 8.01(a) or (if) shall in all caseshave occurred and be continuing, be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) shall not be guaranteed by any Person other than the Subsidiary Guarantors and shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the Collateral, and (iii) shall contain covenants, events of default, guarantees (if any) the borrower and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions guarantors of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b)Loan Parties, (iiv) if the such Incremental Equivalent Debt is incurred in (a) secured, then such Incremental Equivalent Debt shall be secured by only assets constituting Collateral and shall be subject to an Intercreditor Agreement, or (b) unsecured and subordinated to the form of Permitted Pari Passu Indebtedness that is floating rate debtObligations, then such Incremental Equivalent Debt shall be subject to the a Subordination Agreement (or, alternatively, terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi), and (ii) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, if the All-In Yield definitive documentation for any such Incremental Equivalent Debt incurred is greater than substantially similar to those in such applicable agreement, as agreed by the highest applicable All-in-Yield that mayBorrower and Administrative Agent), under any circumstances, be payable (v)(A) with respect to Term Loans then outstanding (Incremental Equivalent Debt that is secured on a pari passu basis with the Obligations, such All-In Yield with respect to Incremental Equivalent Debt shall have a final maturity date which is no earlier than the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate Latest Maturity Date and (B) the margin and any OID or upfront fees consistent with respect to Incremental Equivalent Debt that is secured on a junior basis with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield Obligations or is equal to unsecured, such Incremental Equivalent Debt minus 50 shall have a maturity date which is no earlier than 91 days after the then Latest Maturity Date and (vi)(A) with respect to Incremental Equivalent Debt that is secured on a pari passu basis pointswith the Obligations, such Incremental Equivalent Debt shall have a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Term A Loans and (b) with respect to Incremental Equivalent Debt that is secured on a junior basis with the Obligations or is unsecured, such Incremental Equivalent Debt shall have a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the Term A Loans plus 91 days, (vii)(a) with respect to Incremental Equivalent Debt that is secured on a junior basis with the Obligations, 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 and except with respect to customary “AHYDO catch-up payments”, offers to repurchase and prepayment events upon a CHAR1\1970297v6 change of control, asset sale or event of loss and a customary acceleration right after an event of default) and (viii) 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 Loans and Commitments (except for covenants or other provisions (a) conformed (or added) in the Loan Documents, for the benefit of the Lenders, 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 Incremental Equivalent Debt) or such terms and conditions shall be current market terms for such type of Incremental Equivalent Debt (as reasonably determined in good faith by the Borrower).

Incremental Equivalent Debt. (a) At Borrowers may, upon notice to Administrative Agent by the Borrower Representative, at any time and or from time to time after the Acquisition Effective Closing Date, subject issue, incur or otherwise obtain Indebtedness of the Borrowers (and any Permitted Refinancing thereof) not to exceed the terms and conditions set forth hereinIncremental Cap, the Borrower may issue in respect of one or more series of loans or notes issued in a public offering, Rule 144A or other private 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 in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and after giving effect to the issuance of any Debt”); provided that (i) such Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4, Incremental Revolving Commitments under Section 3.16, and any other Incremental Equivalent Debt under this Section 2.5. (b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.5 (i) shall in all cases, not be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (v), (ii) shall not be guaranteed any Guaranty by any Person other than a Credit Party, (ii) the Subsidiary Guarantors and obligations in respect thereof shall not be secured by any Lien on any property or asset of the Initial Borrower and its Subsidiaries or any Restricted Subsidiary other than the any asset constituting Collateral, (iv) no Event of Default shall have occurred and (iii) shall contain covenantsbe continuing or would exist immediately after giving effect to such incurrence; provided that, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions proceeds of such Incremental Equivalent Debt or drafts are used to finance a Limited Condition Transaction, such condition shall only refer to no Event of Default at the documentation relating 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, stating that no Specified Event of Default shall have occurred and be continuing or would result therefrom, (v) the Borrower has determined in good faith that security agreements and other collateral documents relating to such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything substantially similar to the contrary contained in this Section 2.5(bCollateral Documents (with such differences as are reasonably satisfactory to Administrative Agent), (ivi) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, such Incremental Equivalent Debt shall be subject to the terms and conditions applicable to Incremental Term Loan Commitments under Section 2.4(c)(vi)an Acceptable Intercreditor Agreement, and (iivii) if the 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 incurred 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 pari passu basis with the Initial Term Loans and Revolving Loans may participate (on not more than a pro rata basis) in any mandatory prepayments of the Term Facilities, (x) the provisions set forth in Section 2.24(e)(iii) shall apply to any Incremental Equivalent Debt in the form of Permitted Pari Passu Indebtedness that is fixed rate debt, term loans and (y) rank pari passu in right of payment and security with the Obligations under Term Loans as if the All-In Yield for any such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to were a Class of Incremental Term Loans then outstanding (that is pari passu in right of payment and security with such All-In Yield with respect to the then existing Initial Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time and the LIBOR Swap Equivalent Rate and (Bz) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans shall be increased to the extent necessary so that the yield is equal to except as otherwise set forth in this clause (h), such Incremental Equivalent Debt minus 50 basis pointsshall 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) At The Borrower may, upon notice to the Administrative Agent, at any time and or from time to time after the Acquisition Effective Closing Date, subject to the terms and conditions set forth hereinissue, incur or otherwise obtain Indebtedness of the Borrower may issue (and any Permitted Refinancing thereof) in respect of one or more series of senior or subordinated notes or loans (which may be unsecured or secured on a junior or a pari passu basis with the Initial Loans), in each case issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, or senior or subordinated mezzanine Indebtedness, in each case, that are issued or made in lieu of Incremental Commitments (the “Incremental Equivalent Debt in an aggregate principal amount not to exceed the Available Incremental Amount as of the date of and Debt”); provided that (i) (A) after giving effect Pro Forma Effect to the issuance or incurrence of any such Incremental Equivalent Debt when combined with (assuming a borrowing of the aggregate amount of all Incremental Term Loans and Incremental Term Loan Commitments under Section 2.4maximum credit thereunder), Incremental Revolving Commitments under Section 3.16, and any other (1) if such Incremental Equivalent Debt under this Section 2.5. is secured, the Senior Secured Net Leverage Ratio does not exceed 4.00 to 1.00 and (b2) The issuance of any if such Incremental Equivalent Debt pursuant 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 2.5 2.12(d)(iii)(B) does not exceed $250,000,000 plus the principal amount of any voluntary prepayments of Loans (i) shall in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments set forth extent not made with the proceeds of Indebtedness (other than Indebtedness under Section 2.4(b)(iii) and Section 2.4(c)(ii) through (vthe ABL Facilities or extensions of credit under any other revolving credit or similar facility)), (ii) such Incremental Equivalent Debt shall not be guaranteed subject to any Guarantee by any Person other than a Loan Party, (iii) if such Incremental Equivalent Debt is secured, the Subsidiary Guarantors and obligations in respect thereof shall not be secured by any Lien on any property or asset of the Borrower and its Subsidiaries other than the any asset constituting Collateral, and (iiiiv) shall contain covenants, events of default, guarantees (if any) and other terms customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of is (a) secured on a pari passu basis with the documentation relating theretoInitial Loans, stating that the Borrower has determined in good faith that then such terms and conditions of the Incremental Equivalent Debt satisfy shall be subject to a First Lien Intercreditor Agreement or other lien subordination and intercreditor arrangement satisfactory to the requirement set forth in this clause Borrower and the Administrative Agent, (b)) secured on a junior basis with the Initial Loans, shall be conclusive evidence that such terms and conditions have been satisfied. Notwithstanding anything to the contrary contained in this Section 2.5(b), (i) if the Incremental Equivalent Debt is incurred in the form of Permitted Pari Passu Indebtedness that is floating rate debt, 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 Incremental Term the Loans (except for covenants or other provisions (a) conformed (or added) in the Loan Commitments under Section 2.4(c)(vi)Documents, and for the benefit of the Lenders holding Loans, pursuant to an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent (ii) provided that if the such Incremental Equivalent Debt is incurred in no longer outstanding, then at the form option of Permitted Pari Passu Indebtedness that is fixed rate debtthe Borrower, if such covenants or other provisions shall be removed from the All-In Yield for any Loan Documents pursuant to an amendment thereto) or (b) applicable only to periods after the Latest Maturity Date at the time of the issuance or incurrence of such Incremental Equivalent Debt incurred is greater than the highest applicable All-in-Yield that may, under any circumstances, be payable with respect to Term Loans then outstanding (with Debt) or such All-In Yield with respect to the then existing Term Loans calculated using (A) the higher of the Eurocurrency Rate at such time terms and the LIBOR Swap Equivalent Rate and (B) the margin and any OID or upfront fees consistent with the treatment thereof under the definition of “All-in-Yield”) plus 50 basis points then such yield for the then existing Term Loans conditions shall be increased to the extent necessary so that the yield is equal to current market terms for such type of Incremental Equivalent Debt minus 50 basis points(as reasonably determined in good faith by the Borrower). It is understood that Incremental Equivalent Debt 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).