Common use of Incremental Equivalent Debt Clause in Contracts

Incremental Equivalent Debt. (a) The Borrower or any Guarantor may from time to time after the Closing Date, issue one or more series of senior secured, senior unsecured, senior subordinated or 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) 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”) in an amount not to exceed the sum of (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuance); 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 issuance of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent 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) 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 extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio required) 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 Facility, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-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 may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped 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 Indebtedness 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 by the amount of such redesignated Indebtedness). The Borrower, after consultation with the Administrative Agent, may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower or any Guarantor may from time to time after utilize availability under the Closing Date, issue Incremental Facilities in respect of one or more series of senior secured, senior unsecured, senior subordinated unsecured notes or subordinated notes, term loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if senior secured , are secured on a first lien “equal and ratable” basis with notes or term loans or senior secured junior lien (as compared to the Liens securing the Obligations Secured Obligations) term loans, in each case, if secured, that will be secured by Liens on the Collateral on an pari passu or secured on a “junior” junior priority basis (as applicable) with the Liens on Collateral securing the Secured Obligations) , and guaranteed only by Loan Parties issued in a public offering, Rule 144A or entities who become Loan Parties other private placement or loan origination pursuant to an indenture, credit agreement or otherwise, in an aggregate amount not to exceed, together with the aggregate amount of all Revolving Credit Commitment Increases and all Incremental Term Loans, the Available Incremental Amount (such notes, loans and/or Extendable Bridge Loans/Interim Debt, collectively, “Incremental Equivalent Debt”) in an amount not to exceed the sum of (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuance); 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 issuance of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent 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) 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 extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio required) 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 Facility, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-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 may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped 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 Indebtedness 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 by the amount of such redesignated Indebtedness). The Borrower, after consultation with the Administrative Agent, may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (i) does not mature earlier than the Latest Term Loan Maturity Date (as determined as of the date of incurrence of such Person Incremental Equivalent Debt), or have a shorter weighted average life to maturity than the weighted average life to maturity of the Revolving Credit Commitments, the Term Loans or any Incremental Facility outstanding at such time, (who ii) has terms and conditions (other than pricing (including interest rates, rate floors or OID) and fees and, solely with respect to any term loans, amortization, prepayment premiums, and as otherwise explicitly set forth in this Agreement) no more restrictive than those under the credit facilities provided for herein (except for covenants or other provisions applicable only to periods after the Latest Maturity Date (as determined as of the date of incurrence of such Incremental Equivalent Debt)), (iii) does not require mandatory prepayments to be made except to the extent required to be applied no worse than pro rata to the credit facilities provided for herein and any pari passu secured Incremental Equivalent Debt (provided that any term loans constituting Incremental Equivalent Debt may be subject to an excess cash flow sweep which may be shared on a pari passu basis with any term loan facility hereunder), (iv) to the extent secured, shall not be secured by any Lien on any asset that does not also secure the existing credit facilities hereunder, or to the extent guaranteed, shall not be guaranteed by any Person other than the Subsidiary Guarantors and (v) to the extent secured, shall be subject to customary intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or any Guarantor may from time to time after the Closing Date, issue issue, incur or otherwise obtain Indebtedness of the Borrowers in respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes, secured first lien loans or Extendable Bridge Loans/Interim Debt notes (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured , are secured provided that such Liens on a first lien “equal and ratable” basis 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” basis with junior lien basis), in each case, that are issued or made in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the Liens 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”) in an amount not to exceed the sum of (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuance); 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 issuance the aggregate amount of Incremental Equivalent Debt shall be in a minimum amount of (together with Incremental Term Loans and the lesser of (xIncremental Revolving Credit Commitments) $20,000,000 (or equivalent 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 incurred pursuant to this Section 2.15, 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) will countor (B) and regardless of whether there is capacity under clause (A) or (B), first, to reduce the amount available under Prepayment-Based Incremental Facilities, second, to reduce the amount available under the Ratio-Based Incremental Facilities and if clauses (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio required) and, third, to reduce the maximum amount under the Cash-Capped Incremental FacilitiesA), (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facility, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-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) are available and the Borrower Borrowers do not make an election, the Borrowers will be deemed to have elected clause (C), (II) the Borrowers may redesignate all or any portion reclassify utilizations among clauses (A), (B) and (C) of Indebtedness originally designated as incurred under the Cash-Capped Available Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long asAmount if, at the time of such redesignationreclassification, the Borrower Borrowers would be permitted to incur the aggregate principal amount of Indebtedness being so redesignated 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 Ratio-Based Incremental Facility then existing Term Loans and Revolving Credit Loans and will either be secured solely by the same Collateral securing the Obligations (which, for and to the avoidance of doubtextent (x) secured by any Applicable Lien, shall have be subject to the effect of increasing ABL Intercreditor Agreement, the Cash-Capped Incremental Facility Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and (y) secured by Liens on the amount of such redesignated IndebtednessCollateral (other than Applicable Liens). The Borrower, after consultation with 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, may appoint any Person that is not an Affiliate of the Borrower as arranger of 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 (such Person other than (who may be the Administrative Agent, if it so agrees), the “I) any Incremental Equivalent Debt Arranger”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 amount not to exceed the then available Inside Maturity Basket), (iv) such Incremental Equivalent Debt shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans (prior to any extension thereto) (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 amount not to exceed the then available Inside Maturity Basket), (v) subject to clauses (iii) and (iv) above, 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 thereof, (vii) such Incremental Equivalent Debt shall have fees, if any, determined by the Borrowers and the applicable arranger(s); and (viii) such Incremental Equivalent Debt may participate on a pro rata basis or 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) The Borrower Borrowers or any Guarantor may from time to time after the Closing Date, upon notice by the Borrower Representative to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notesnotes or loans or, in each case, Extendable Bridge Loans in lieu thereof (which notes or loans (or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt), 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, notes or loans and/or (or Extendable Bridge Loans/Interim Debt), collectively, “Incremental Equivalent Debt”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence); provided that (i) no Event of Default would exist after giving Pro Forma Effect to any such request, request subject to Section 1.02(i), and (ii) any such issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 (or equivalent amount) and (y) the entire amount that may be requested under this Section 2.15; provided, further, that any New Loan Incremental Commitments established pursuant to Section 2.14 and Incremental Equivalent Debt issued 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 extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio requiredrequired prior to the incurrence of such Ratio-Based Incremental Facility) and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilities, Facilities and (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under both the Ratio-Based Incremental Facility, Facilities and the Cash-Capped Incremental Facility and the Prepayment-Based Incremental FacilityFacilities, and proceeds from any such incurrence may be utilized in a single transaction transaction, by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) Facilities and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped 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 Indebtedness 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 by the amount of such redesignated Indebtedness)Facilities. The Borrower, after consultation with the Administrative Agent, Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower or any Guarantor may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated, subordinated notes, loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured 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”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuance); incurrence, provided that (i) no Event of Default would exist after giving Pro Forma Effect to any such requestrequest (except in connection with any acquisition or similar Investment permitted hereunder, subject to Section 1.02(iwhere no Event of Default under Sections 8.01(a), (f) or (g) shall be the standard), and (ii) any such issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent amount) 5,000,000 and (y) the entire amount that may be requested under this Section 2.152.17; provided, further, that any New Loan Commitments established pursuant to Section 2.14 2.16 and Incremental Equivalent Debt issued pursuant to this Section 2.152.17, (A) at Borrower’s option, 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 extent permitted by compliant therewith), second, to reduce the pro forma calculation of amount available under the Consolidated First Lien Net Leverage Ratio required) 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 2.15 2.17 may be incurred under the Ratio-Based Incremental FacilityFacilities, the Cash-Capped Incremental Facility Facilities and the Prepayment-Based Incremental FacilityFacilities, 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 PrepaymentRatio-Based Incremental Facility Facilities (without inclusion of any amounts substantially concurrently utilized pursuant to the RatioCash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facilityany 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 RatioPrepayment-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 Borrower, in its sole discretion, may redesignate all or any portion of Indebtedness 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 Indebtedness 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 IndebtednessIncremental Equivalent Debt). The Borrower, after consultation with the Administrative Agent, Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower or any Guarantor Any Loan Party may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or 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) 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”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence, 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)) would exist immediately after giving effect to any such incurrence of Incremental Equivalent Debt, and (ii) any such issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 5,000,000 (or the equivalent amountDollar 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 the aggregate principal amount of Incremental Equivalent Debt issued Incurred pursuant to this Section 2.152.15 and incurred by Non-Loan Party Subsidiaries shall not exceed the Non-Loan Party Sublimit as of the date of Incurrence (subject to Section 1.02(i)); provided, further, that (A) will countunless the Borrowers elect otherwise, first, (x) the Borrowers shall be deemed to reduce the amount available under Prepayment-Based Incremental Facilities, second, to reduce the amount available have used amounts under the Ratio-Based Incremental Facilities Facility (to the extent permitted by compliant therewith) prior to using amounts under the pro forma calculation of Effective Extension Incremental Facility, the Consolidated First Lien Net Leverage Ratio required) and, third, to reduce the maximum amount under Prepayment-Based Incremental Facility or the Cash-Capped Incremental FacilitiesFacility and (y) the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) New Loan Commitments pursuant to Section 2.14, Incremental Equivalent Debt pursuant to this Section 2.15 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 and or any combination of any of the Prepayment-Based Incremental Facilityforegoing, and proceeds from any such incurrence may be utilized in a single transaction by first or series of related transactions by, unless the Parent Borrower elects otherwise, first, calculating the incurrence under the PrepaymentRatio-Based Incremental Facility (without inclusion of (x) any amounts utilized incurred substantially concurrently pursuant to the RatioPrepayment-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 RatioPrepayment-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 and Facility, as applicable, (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility as having been 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 so long as, at from and after the time of such redesignation, first date on which the Borrower Borrowers would be permitted to incur all or such portion, as applicable, of the 146 aggregate principal amount of such Indebtedness being so redesignated 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 Facility, as applicable, by all or such portion, as applicable, of the aggregate principal amount of such redesignated 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, after consultation with the Administrative Agent, Borrowers may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower or any Guarantor Borrowers may from time to time after the Closing Date, upon notice by the Borrowers to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue or incur one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes, notes or loans or Extendable Bridge Loans/Interim Debt any other indebtedness (which notes, notes or loans and/or Extendable Bridge Loans/Interim Debtor other indebtedness, if secured, shall be secured , are secured on a first lien “equal and ratable” basis with by the Liens securing the Obligations or secured Collateral on a “junior” basis with to the Liens on the Collateral securing the Obligations in each case over the same (or less) Collateral that secures the Obligations) and guaranteed only by Loan Parties or entities who become Loan Parties (such notes, notes or loans and/or Extendable Bridge Loans/Interim Debtor other indebtedness, collectively, “Incremental Equivalent Debt”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence); 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 issuance of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent amount) and (y) the entire amount that may be requested under this Section 2.15; provided, further, that any New Loan Commitments Incremental Amounts established pursuant to Section 2.14 and Incremental Equivalent Debt issued Incurred pursuant to this Section 2.15, unless the Borrowers elect otherwise, (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 extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio requiredapplicable ratio) and, third, and second to reduce the maximum amount under the CashPrepayment-Capped Based Incremental FacilitiesFacility, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facility, the Cash-Capped Incremental Facility Facilities and the Prepayment-Based Incremental FacilityFacilities, and proceeds from any such incurrence may be utilized in a single transaction 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 104 IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-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 (CC)(i) the Borrower may redesignate all or any portion of Indebtedness Incremental Equivalent Debt originally designated as incurred under the CashPrepayment-Capped Based Incremental Facility as having been 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 so long as, at from and after the time of such redesignation, first date on which the Borrower Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of Indebtedness such Incremental Equivalent Debt being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the CashPrepayment-Capped Based Incremental Facility Facility, as applicable, by the amount Dollar Amount of such redesignated IndebtednessIncremental Equivalent Debt) and (ii) the Borrowers may otherwise classify, and may later reclassify, all or any 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 Borrower, after consultation with the Administrative Agent, Borrowers may appoint any Person that is not an Affiliate of the Borrower Borrowers as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or any Guarantor may from time to time after the Closing Date, issue issue, incur or otherwise obtain Indebtedness of the Borrowers in respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes, secured first lien loans or Extendable Bridge Loans/Interim Debt notes (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured , are secured provided that such Liens on a first lien “equal and ratable” basis 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” basis with junior lien basis), in each case, that are issued or made in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the Liens 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”) in an amount not to exceed the sum of (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuance); 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 issuance the aggregate amount of Incremental Equivalent Debt shall be in a minimum amount of (together with Incremental Term Loans and the lesser of (xIncremental Revolving Credit Commitments) $20,000,000 (or equivalent 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 incurred pursuant to this Section 2.15, 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) will countor (B) and regardless of whether there is capacity under clause (A) or (B), first, to reduce the amount available under Prepayment-Based Incremental Facilities, second, to reduce the amount available under the Ratio-Based Incremental Facilities and if clauses (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio required) and, third, to reduce the maximum amount under the Cash-Capped Incremental FacilitiesA), (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facility, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-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) are available and the Borrower Borrowers do not make an election, the Borrowers will be deemed to have elected clause (C), (II) the Borrowers may redesignate all or any portion reclassify utilizations among clauses (A), (B) and (C) of Indebtedness originally designated as incurred under the Cash-Capped Available Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long asAmount if, at the time of such redesignationreclassification, the Borrower Borrowers would be permitted to incur the aggregate principal amount of Indebtedness being so redesignated 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 Ratio-Based Incremental Facility then existing Term Loans and Revolving Credit Loans and will either be secured solely by the same Collateral securing the Obligations (which, for and to the avoidance of doubtextent (x) secured by any Applicable Lien, shall have be subject to the effect of increasing ABL Intercreditor Agreement, the Cash-Capped Incremental Facility Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and (y) secured by Liens on the amount of such redesignated IndebtednessCollateral (other than Applicable Liens). The Borrower, after consultation with 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, may appoint any Person that is not an Affiliate of the Borrower as arranger of 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 and the 2021 Incremental Term Loans (such Person (who may be the Administrative Agent, if it so agrees), the “other than any Incremental Equivalent Debt Arranger”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), (iv) such Incremental Equivalent Debt shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans and the 2021 Incremental Term Loans (prior to any extension thereto) (other than 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), (v) subject to clauses (iii) and (iv) above, 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 shall be subject to Section 2.14(e)(iii) solely to the extent required thereby and not otherwise excluded by the terms thereof, (vii) such Incremental Equivalent Debt shall have fees, if any, determined by the Borrowers and the applicable arranger(s); and (viii) such Incremental Equivalent Debt may participate on a pro rata basis or 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) The Borrower may, upon notice to the Administrative Agent, at any time or any Guarantor may from time to time after the Closing Date, issue issue, incur or otherwise obtain Indebtedness of the Borrower (and any Permitted Refinancing thereof) in respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes, notes or loans or Extendable Bridge Loans/Interim Debt (which notesmay be unsecured or secured on a junior lien basis or, loans and/or Extendable Bridge Loans/Interim Debtin the case of notes only, if secured , are a pari passu basis with the Obligations under Term Loans and Revolving Credit Loans required to be secured on a first lien “equal basis), 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 ratable” basis with the Liens securing the Obligations limited to being unsecured or secured solely on a “junior” basis with junior lien basis), in each case, that are issued or made in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the Liens 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”) in an amount not to exceed the sum of (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuance); provided that (i) no Event of Default would exist (A) after giving Pro Forma Effect to any both (x) the issuance or incurrence of such request, subject to Section 1.02(i), and (ii) any such issuance of Incremental Equivalent Debt shall be in (assuming a minimum amount borrowing of the lesser of (x) $20,000,000 (or equivalent amountmaximum credit thereunder) and (y) the entire amount that may be requested under this Section 2.15; providedany Specified Transactions consummated in connection therewith, further, that any New Loan Commitments established pursuant to Section 2.14 and (1) if such Incremental Equivalent Debt issued pursuant to this Section 2.15ranks pari passu in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis, (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 extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio required) and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilitiesdoes not exceed 5.00:1.00, (B2) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facility, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-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 may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped 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 Indebtedness 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 by the amount of such redesignated Indebtedness). The Borrower, after consultation with the Administrative Agent, may appoint any Person that is not an Affiliate of the Borrower as arranger of if such Incremental Equivalent Debt (such Person (who may be ranks junior in right of security with the Administrative Agent, if it so agrees)Obligations under the Term Loans and Revolving Credit Loans that are secured on a first lien basis, the “Incremental Equivalent Debt Arranger”).Secured Net Leverage Ratio does not exceed

Incremental Equivalent Debt. (a) The Borrower or any Guarantor Any Loan Party may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or 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) 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”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence, 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)) would exist immediately after giving effect to any such incurrence of Incremental Equivalent Debt, and (ii) any such issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 5,000,000 (or the equivalent amountDollar 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 the aggregate principal amount of Incremental Equivalent Debt issued Incurred pursuant to this Section 2.152.15 and incurred by Non-Loan Party Subsidiaries shall not exceed the Non-Loan Party Sublimit as of the date of Incurrence (subject to Section 1.02(i)); provided, further, that (A) will countunless the Borrowers elect otherwise, first, (x) the Borrowers shall be deemed to reduce the amount available under Prepayment-Based Incremental Facilities, second, to reduce the amount available have used amounts under the Ratio-Based Incremental Facilities Facility (to the extent permitted by compliant therewith) prior to using amounts under the pro forma calculation of Effective Extension Incremental Facility, the Consolidated First Lien Net Leverage Ratio required) and, third, to reduce the maximum amount under Prepayment-Based Incremental Facility or the Cash-Capped Incremental FacilitiesFacility and (y) the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) New Loan Commitments pursuant to Section 2.14, Incremental Equivalent Debt pursuant to this Section 2.15 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 and or any combination of any of the Prepayment-Based Incremental Facilityforegoing, and proceeds from any such incurrence may be utilized in a single transaction by first or series of related transactions by, unless the Parent Borrower elects otherwise, first, calculating the incurrence under the PrepaymentRatio-Based Incremental Facility (without inclusion of (x) any amounts utilized incurred substantially concurrently pursuant to the RatioPrepayment-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 RatioPrepayment-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 and Facility, as applicable, (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility as having been 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 so long as, at from and after the time of such redesignation, first date on which the Borrower Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness being so redesignated 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 Facility, as applicable, by all or such portion, as applicable, of the aggregate principal amount of such redesignated 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, after consultation with the Administrative Agent, Borrowers may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower may, upon notice to the Administrative Agent, at any time or any Guarantor may from time to time after the Closing Date, issue issue, incur or otherwise obtain Indebtedness of the Borrower (and any Permitted Refinancing thereof) in respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes, notes or 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 may be unsecured or secured on a “junior” junior lien basis or, in the case of notes only, a pari passu basis with the Liens securing InitialTerm B-3 Loans and other Loans required to be secured on a pari passu basis with the Obligations) InitialTerm B-3 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 guaranteed only by Loan Parties limited to being unsecured or entities who become Loan Parties secured solely on a junior lien basis), in each case, that are issued or made in lieu of Incremental Commitments (such notes, loans and/or Extendable Bridge Loans/Interim Debt, collectively, the “Incremental Equivalent Debt”) in an amount not to exceed the sum of (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuance); provided that (i) no Event of Default would exist (A) after giving Pro Forma Effect to any such request, subject to Section 1.02(i), and (ii) any such issuance of Incremental Equivalent Debt shall be in a minimum amount of the lesser of both (x) $20,000,000 (the issuance or equivalent 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) 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 extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio required) 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 Facility, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-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 may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped 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 Indebtedness 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 by the amount of such redesignated Indebtedness). The Borrower, after consultation with the Administrative Agent, may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (assuming a borrowing of the maximum credit thereunder) and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Equivalent Debt is secured, the Secured Net Leverage Ratio does not exceed 6.254.20 :1.00 and (2) if such Incremental Equivalent Debt is unsecured, the Total Net Leverage Ratio does not exceed 6.254.20 :1.00 or (B) together with such Incremental Equivalent Debt, the aggregate principal amount of Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Loans made under Section 2.14(d)(iii)(B) (plus the First Lien Incremental Usage Amount) does not exceed $85,000,000 (provided, that such amount shall not be reduced by the Term B-2 Loans, Additional Commitments (as defined in the First Lien Credit Agreement Amendment No. 1) or the 2016 First Lien Incremental Loan (as defined in Amendment No. 1)), following the Amendment No. 2 Effective Date, $42,600,000 plus the principal amount of any voluntary prepayments of Loans made after the Amendment No.2 Effective Date (to the extent not made with the proceeds of Indebtedness (other than the incurrence of First Lien Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility)) plus in the case of any Incremental Equivalent Debt incurred or established after the Amendment No. 2 Effective Date that effectively extends the Maturity Date or any other maturity date with respect to any Class of Loans or Commitments hereunder, an amount equal to the portion of the relevant Class of Loans or Commitments that will be replaced by such Incremental Commitments (ii) such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (who may iii) if such Incremental Equivalent Debt is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (iv) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (v) if such Incremental Equivalent Debt is secured, the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent, if it so agrees), the “(vi) if such Incremental Equivalent Debt Arrangeris (a) secured on a pari passu basis with the Obligations under InitialTerm B-3 Loans and other Loans required to be secured on a pari passu basis with the InitialTerm B-3 Loans then such Incremental Equivalent Debt shall be subject to the Second Lien Intercreditor Agreement, if applicable, or a Junior Lien Intercreditor Agreement, (b) secured on a junior basis with the Obligations under InitialTerm B-3 Loans and other Loans required to be secured on a pari passu basis with the InitialTerm B-3 Loans then such Incremental Equivalent Debt shall be subject to a Third Lien Intercreditor Agreement or other lien subordination and intercreditor arrangement satisfactory to the Borrower and Administrative Agent or (c) unsecured and subordinated to the Obligations, then such Incremental Equivalent Debt shall be subject to a Subordination Agreement (or, alternatively, terms in the definitive documentation for such Incremental Equivalent Debt substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent), (vii) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than the then Maturity Date and a Weighted Average Life to Maturity which is equal to or greater than the Weighted Average Life to Maturity of the InitialTerm B-3 Loans, (viii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata to the Loans required to be secured on a first lien basis and except with respect to customary “AHYDO catch-up payments”, offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) and (ix) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders or holders providing such Incremental Equivalent Debt, than those applicable to the InitialTerm B-3 Loans (except for covenants or other provisions (a) conformed (or added) in the Loan Documents, for the benefit of the Lenders holding InitialTerm B-3 Loans, pursuant to an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent or (b) applicable only to periods after the Latest Maturity Date at the time of the issuance or incurrence of such 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). 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).

Incremental Equivalent Debt. (a) The Borrower or any Guarantor Any Loan Party may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated, subordinated notes, loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured 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 140 entities who become Loan Parties (such notes, loans and/or Extendable Bridge Loans/Interim Debt, collectively, “Incremental Equivalent Debt”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence, 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 issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent amount) 2,500,000 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’s option, 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 extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio requiredcompliant therewith) and, thirdand second, to reduce the maximum amount available under the CashPrepayment-Capped Based Incremental Facilities, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facility, the Cash-Capped Incremental Facility Facilities and the Prepayment-Based Incremental FacilityFacilities, 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 (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-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 Borrower, in its sole discretion, may redesignate all or any portion of Indebtedness Incremental Equivalent Debt originally designated as incurred under the CashPrepayment-Capped 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 Indebtedness 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 CashPrepayment-Capped Based Incremental Facility Facility, as applicable, by the Dollar amount of such redesignated IndebtednessIncremental Equivalent Debt). The Borrower, after consultation with the Administrative Agent, Borrower may appoint any Person that is not (other than the Borrower or an Affiliate of the Borrower thereof) as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or any Guarantor may from time to time after the Closing Date, issue issue, incur or otherwise obtain Indebtedness of Borrowers in respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes, notes or loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured , are may be secured on a first junior lien “equal and ratable” basis or a pari passu basis with the Liens securing Term B Loans and Revolving Credit Loans), and, in 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 case of notes, loans 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 Extendable Bridge Loans/Interim Debt, collectively, Incremental Term Commitments (the “Incremental Equivalent Debt”) in an amount not to exceed the sum of (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuance); provided that (i) no Event of Default would exist (A) after giving Pro Forma Effect to any such request, subject to Section 1.02(i), and (ii) any such issuance of Incremental Equivalent Debt shall be in a minimum amount of the lesser of both (x) $20,000,000 (the issuance or equivalent 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) 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 extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio required) 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 Facility, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-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 may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped 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 Indebtedness 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 by the amount of such redesignated Indebtedness). The Borrower, after consultation with the Administrative Agent, may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (assuming a borrowing of the maximum credit available thereunder) and (y) any Specified Transactions consummated in connection therewith, (1) if such Incremental Equivalent Debt ranks pari passu in right of security with the Term B Loans and Revolving Credit Loans, the First Lien Net Leverage Ratio does not exceed 2.00:1.00 and (2) if such Incremental Equivalent Debt ranks junior in right of security with the Term B Loans and Revolving Credit Loans, the Secured Net Leverage Ratio does not exceed 2.00:1.00 or (B) together with such Incremental Equivalent Debt, the aggregate principal amount of Incremental Equivalent Debt incurred or issued under this clause (B) and Incremental Term Loans made and Incremental Revolving Credit Commitments established under Section 2.16(d)(iii)(B) does not exceed the sum of (a) $385,000,000 plus (b) the principal amount of any voluntary prepayments of Term Loans (other than to the extent made with the proceeds of Indebtedness (other than the incurrence of Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility)), (ii) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Equivalent Debt, (who may iii) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral, (iv) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (v) the security agreements and other collateral documents relating to such Incremental Equivalent Debt shall be substantially similar to the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (vi) if such Incremental 101 Equivalent Debt is (a) secured on a pari passu basis with the Term B Loans and Revolving Credit Loans, then such Incremental Equivalent Debt shall be subject to a new or then-existing First Lien Intercreditor Agreement to which a Senior Representative acting on behalf of the holders of such Incremental Equivalent Debt shall become a party or otherwise subject to another lien subordination or intercreditor arrangement satisfactory to the Borrower and the Administrative Agent or (b) secured on a junior basis with the Term B Loans and Revolving Credit Loans, then such Incremental Equivalent Debt shall be subject to a new or then-existing Second Lien Intercreditor Agreement to which a Senior Representative of the holders of such Incremental Equivalent Debt shall become a party or otherwise subject to another lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent, (vii) such Incremental Equivalent Debt shall have a final maturity date which is no earlier than the then Maturity Date and a Weighted Average Life to Maturity which is no shorter than the Weighted Average Life to Maturity of the Term B Loans, (viii) such Incremental Equivalent Debt shall not be subject to any mandatory redemption or prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied pro rata (but not greater than pro rata) to the Term Loans required to be secured on a first lien basis, except with respect to customary “AHYDO catch up payments” and except with respect to customary offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default; provided that any such Incremental Equivalent Debt that is junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory repurchases and prepayments with respect to customary offers to repurchase and prepayment events upon an asset sale or event of loss on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans), (ix) the provisions set forth in Section 2.16(e)(iii) shall apply to any Incremental Equivalent Debt in the form of loans that ranks pari passu in right of payment and security with the Term B Loans and Revolving Credit Loans as if it so agreessuch Incremental Equivalent Debt were a Class of Incremental Term Loans that is pari passu in right of payment and security with the Term B Loans and (x) except as otherwise set forth in this clause (h), such Incremental Equivalent Debt shall have terms and conditions (other than with respect to pricing, fees, rate floors and optional prepayment or redemption terms) substantially similar to, or (taken as a whole) no more favorable (as reasonably determined by the Lead Borrower) to the lenders or holders providing such Incremental Equivalent Debt, than those applicable to the Term B Loans (except for covenants or other provisions (a) conformed (or added) in the Loan Documents, for the benefit of the Lenders holding Term B Loans, pursuant to an 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). (i) Any portion of any Incremental Term Loans, Incremental Term Commitments, Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments incurred under Section 2.16(d)(iii)(B) or Incremental Equivalent Debt incurred under Section 2.16(h)(i)(B) may be reclassified, as the Lead Borrower elects from time to time, as incurred under Section 2.16(d)(iii)(A) or Section 2.16(h)(i)(A), respectively, if such portion of such Incremental Term Loans, Incremental Term Commitments, Incremental Revolving Credit Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt could at such time be incurred under Section 2.16(d)(iii)(A) or Section 2.16(h)(i)(A). Upon making any such election under this Section 2.16(i), the “Incremental Equivalent Debt Arranger”).Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent demonstrating compliance on a Pro 102

Incremental Equivalent Debt. (a) The Borrower or any Guarantor Any Loan Party may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or 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) 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”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence, 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 issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent amount) 5,000,000 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’s option, will count, first, to reduce the amount available under Prepayment-the Ratio- Based Incremental FacilitiesFacilities (to the extent compliant therewith), second, to reduce the amount available under the RatioPrepayment-Based Incremental Facilities (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio required) 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 FacilityFacilities, the Cash-Capped Incremental Facility Facilities and the Prepayment-Based Incremental FacilityFacilities, 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 Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of or any amounts utilized substantially concurrently incurred under Section 7.01 (other than any Ratio Debt or Ratio Acquisitions Debt incurred pursuant to the Cash-Capped Incremental FacilitySection 7.01) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility as having been 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 Indebtedness being so redesignated such Incremental Equivalent Debt 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 such redesignated IndebtednessIncremental Equivalent Debt). The Borrower, after consultation with the Administrative Agent, Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower or any Guarantor Any Loan Party may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated, subordinated notes, loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured 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”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence, 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 issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent amount) 5,000,000 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’s option, 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 extent permitted by compliant therewith), second, to reduce the pro forma calculation of amount available under the Consolidated First Lien Net Leverage Ratio required) 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 FacilityFacilities, the Cash-Capped Incremental Facility Facilities and the Prepayment-Based Incremental FacilityFacilities, 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 Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of or any amounts utilized substantially concurrently incurred under Section 7.01 (other than any Ratio Debt or Ratio Acquisitions Debt incurred pursuant to the Cash-Capped Incremental FacilitySection 7.01) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness Incremental 105 Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility as having been 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 Indebtedness being so redesignated such Incremental Equivalent Debt 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 such redesignated IndebtednessIncremental Equivalent Debt). The Borrower, after consultation with the Administrative Agent, Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (s) 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) The Borrower unsecured or (b) to the 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 (B) guaranteed (other than in respect of Additional Convertible Notes) on a like basis by any Guarantor may from or all of the other Loan Parties), so long as (i) no Event of Default then exists or 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 this clause (s) in an aggregate principal amount outstanding at any time not to time after exceed the Closing Dategreater of $100,000,000 and 26.00% of LTM Consolidated EBITDA (as of the date incurred), issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes, loans or Extendable Bridge Loans/Interim Debt such Indebtedness does not mature prior to (which notes, loans and/or Extendable Bridge Loans/Interim Debt, A) if secured , are secured on a first lien “equal and ratable” pari passu basis with the Liens 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 (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 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 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 Lien securing the Term Loans, (A) it may share ratably or less than ratably in any mandatory prepayments of the type required under Section 2.03(b)(i), (b)(ii) or (b)(iv), as provided in the Intercreditor Agreement or the Other Intercreditor Agreement, as applicable and (B) if such indebtedness is in the form of term loans incurred pursuant to clause (3) of this clause (s), such Indebtedness shall 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 of 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 (iii) above) are customary for financings of such type and are, taken as a whole, not materially more restrictive than the terms of this Agreement (as 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), (vi) 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 any Additional Convertible Notes be permitted to be secured), (x) it shall not be secured by any assets or property other than Collateral securing the Obligations (including any assets or property of the Loan Parties that are not covered by the Security Documents on the Closing Date but which will secure the Obligations from and after the issuance of such Indebtedness as contemplated by Section 6.12), (y) at the time of the entering into of any such Indebtedness, it 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 “junior” 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 certifying as to compliance with the requirements of preceding clauses (i) through (viii) 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”) in an amount not to exceed containing the sum of (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility calculations (in each case, at the time of issuancereasonable 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 issued under this clause (s) is referred to as “Permitted Additional Secured Acquisition Indebtedness”); 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 issuance of Incremental Equivalent Debt shall be in a minimum that the aggregate principal amount of the lesser of (x) $20,000,000 (any Indebtedness incurred or equivalent 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 assumed pursuant to this Section 2.15clause (s) by a Restricted Subsidiary that is not a Loan Party, (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 extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio required) 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 Facility, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-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 may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped 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 together with the aggregate principal amount of Indebtedness being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubtincurred by Restricted Subsidiaries that are not Loan Parties pursuant to Sections 7.02(n) and Section 7.02(t), shall have not exceed, at the effect time of increasing incurrence, the Cashgreater of $50,000,000 and 13.00% of LTM Consolidated EBITDA (as of the date incurred); provided further that such Permitted Non-Capped Incremental Facility Loan Party Indebtedness incurred pursuant to this Section 7.02(s) (i) 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 Collateral, but may be secured by the amount assets of such redesignated Indebtedness). The Borrower, after consultation with Restricted Subsidiaries that are not Loan Parties and (iii) shall not be subject to the Administrative Agent, may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt restrictions described in clauses (such Person (who may be the Administrative Agent, if it so agreesiv), the “Incremental Equivalent Debt Arranger”).(v) and (viii) above;

Incremental Equivalent Debt. (a) The Borrower or any Guarantor Any Loan Party may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or 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) 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”") in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence, 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)) would exist immediately after giving effect to any such incurrence of Incremental Equivalent Debt, and (ii) any such issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 5,000,000 (or the equivalent amountDollar 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 the aggregate principal amount of Incremental Equivalent Debt issued Incurred pursuant to this Section 2.152.15 and incurred by Non-Loan Party Subsidiaries shall not exceed the Non-Loan Party Sublimit as of the date of Incurrence (subject to Section 1.02(i)); provided, further, that (A) will countunless the Borrower elects otherwise, first, (x) the Borrower shall be deemed to reduce the amount available under Prepayment-Based Incremental Facilities, second, to reduce the amount available have used amounts under the Ratio-Based Incremental Facilities Facility (to the extent permitted by compliant therewith) prior to using amounts under the pro forma calculation of Effective Extension Incremental Facility, the Consolidated First Lien Net Leverage Ratio required) and, third, to reduce the maximum amount under Prepayment-Based Incremental Facility or the Cash-Capped Incremental FacilitiesFacility and (y) the Borrower shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) New Loan Commitments pursuant to Section 2.14, Incremental Equivalent Debt pursuant to this Section 2.15 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 and or any combination of any of the Prepayment-Based Incremental Facilityforegoing, and proceeds from any such incurrence may be utilized in a single transaction by first or series of related transactions by, unless the Borrower elects otherwise, first, calculating the incurrence under the PrepaymentRatio-Based Incremental Facility (without inclusion of (x) any amounts utilized incurred substantially concurrently pursuant to the RatioPrepayment-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 RatioPrepayment-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 and Facility, as applicable, (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility as having been 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 so long as, at from and after the time of such redesignation, 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 being so redesignated 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 Facility, as applicable, by all or such portion, as applicable, of the aggregate principal amount of such redesignated 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, after consultation with the Administrative Agent, Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “"Incremental Equivalent Debt Arranger”").

Incremental Equivalent Debt. (a) The Borrower or any Guarantor Any Loan Party may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated, subordinated notes, loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured secured, are secured by the Collateral on a first lien an “equal and ratable” basis with the Liens on the Collateral securing the Obligations or secured on a “junior” basis with to 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”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence, 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 issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent amount) 5,000,000 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’s option, 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 extent permitted by compliant therewith), second, to reduce the pro forma calculation of amount available under the Consolidated First Lien Net Leverage Ratio required) 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 FacilityFacilities, the Cash-Capped Incremental Facility Facilities and the Prepayment-Based Incremental FacilityFacilities, 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 Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of or any amounts utilized substantially concurrently incurred under Section 7.01 (other than any Ratio Debt or Ratio Acquisitions Debt incurred pursuant to the Cash-Capped Incremental FacilitySection 7.01) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility as having been 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 Indebtedness being so redesignated such Incremental Equivalent Debt 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 such redesignated IndebtednessIncremental Equivalent Debt). The Borrower, after consultation with the Administrative Agent, Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or any Guarantor may from time to time after the Closing Date, issue issue, incur or otherwise obtain Indebtedness of the Borrowers in respect of one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes, secured first lien loans or Extendable Bridge Loans/Interim Debt notes (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured , are secured provided that such Liens on a first lien “equal and ratable” basis 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” basis with junior lien basis), in each case, that are issued or made in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the Liens 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”) in an amount not to exceed the sum of (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuance); 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 issuance the aggregate amount of Incremental Equivalent Debt shall be in a minimum amount of (together with Incremental Term Loans and the lesser of (xIncremental Revolving Credit Commitments) $20,000,000 (or equivalent 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 incurred pursuant to this Section 2.15, 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) will countor (B) and regardless of whether there is capacity under clause (A) or (B), first, to reduce the amount available under Prepayment-Based Incremental Facilities, second, to reduce the amount available under the Ratio-Based Incremental Facilities and if clauses (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio required) and, third, to reduce the maximum amount under the Cash-Capped Incremental FacilitiesA), (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facility, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-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) are available and the Borrower Borrowers do not make an election, the Borrowers will be deemed to have elected clause (C), (II) the Borrowers may redesignate all or any portion reclassify utilizations among clauses (A), (B) and (C) of Indebtedness originally designated as incurred under the Cash-Capped Available Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long asAmount if, at the time of such redesignationreclassification, the Borrower Borrowers would be permitted to incur the aggregate principal amount of Indebtedness being so redesignated 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 Ratio-Based Incremental Facility then existing Term Loans and Revolving Credit Loans and will either be secured solely by the same Collateral securing the Obligations (which, for and to the avoidance of doubtextent (x) secured by any Applicable Lien, shall have be subject to the effect of increasing ABL Intercreditor Agreement, the Cash-Capped Incremental Facility Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and (y) secured by Liens on the amount of such redesignated IndebtednessCollateral (other than Applicable Liens). The Borrower, after consultation with 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, may appoint any Person that is not an Affiliate of the Borrower as arranger of 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 (such Person (who may be the Administrative Agent, if it so agrees), the “other than any Incremental Equivalent Debt Arranger”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), (iv) such Incremental Equivalent Debt shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans (prior to any extension thereto) (other than 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), (v) subject to clauses (iii) and (iv) above, 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 shall be subject to Section 2.14(e)(iii) solely to the extent required thereby and not otherwise excluded by the terms thereof, (vii) such Incremental Equivalent Debt shall have fees, if any, determined by the Borrowers and the applicable arranger(s); and (viii) such Incremental Equivalent Debt may participate on a pro rata basis or 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) The Borrower or any Guarantor Any Loan Party may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated, subordinated notes, loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured 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”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence, 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 issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent amount) 5,000,000 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’s option, 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 extent permitted by compliant therewith), second, to reduce the pro forma calculation of amount available under the Consolidated First Lien Net Leverage Ratio required) 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 FacilityFacilities, the Cash-Capped Incremental Facility Facilities and the Prepayment-Based Incremental FacilityFacilities, 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 Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of or any amounts utilized substantially concurrently incurred under Section 7.01 (other than any Ratio Debt or Ratio Acquisitions Debt incurred pursuant to the Cash-Capped Incremental FacilitySection 7.01) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility as having been 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 Indebtedness being so redesignated such Incremental Equivalent Debt 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 such redesignated IndebtednessIncremental Equivalent Debt). The Borrower, after consultation with the Administrative Agent, Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower or any Guarantor Any Loan Party may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated, subordinated notes, loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured 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”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence, 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 issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent amount) 2,500,000 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’s option, 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 extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio requiredcompliant therewith) and, thirdand second, to reduce the maximum 123 amount available under the CashPrepayment-Capped Based Incremental Facilities, (B) Incremental Equivalent Debt pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facility, the Cash-Capped Incremental Facility Facilities and the Prepayment-Based Incremental FacilityFacilities, 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 (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-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 Borrower, in its sole discretion, may redesignate all or any portion of Indebtedness Incremental Equivalent Debt originally designated as incurred under the CashPrepayment-Capped 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 Indebtedness 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 CashPrepayment-Capped Based Incremental Facility Facility, as applicable, by the Dollar amount of such redesignated IndebtednessIncremental Equivalent Debt). The Borrower, after consultation with the Administrative Agent, Borrower may appoint any Person that is not (other than the Borrower or an Affiliate of the Borrower thereof) as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower Borrowers or any Guarantor may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated, subordinated notes, loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if shall be either unsecured, secured with assets that do not constitute Collateral, are 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 Liens securing the Obligations other Facilities or secured on a “junior” basis with the Liens securing other Facilities, in each case over the Obligationssame (or less) Collateral that secures the Facilities (and in each case, shall be subject to the Applicable Intercreditor Arrangements))) and shall not be guaranteed only by Loan Parties any Restricted Subsidiary that is not a Borrower or entities who become Loan Parties Subsidiary Guarantor under the Facilities (such notes, loans and/or Extendable Bridge Loans/Interim Debt, collectively, “Incremental Equivalent Debt”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence, 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, subject to Section 1.02(i), and (ii) any such issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 1,000,000 (or the equivalent amountDollar 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 Prepayment-Based Incremental Facilities, second, to reduce the amount available under the Ratio-Based Incremental Facilities (to the extent permitted by compliant therewith), second, to reduce the pro forma calculation of amount available under the Consolidated First Lien Net Leverage Ratio required) 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 FacilityFacilities, the Cash-Capped Incremental Facility Facilities and the Prepayment-Based Incremental FacilityFacilities, 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 PrepaymentRatio-Based Incremental Facility Facilities (without inclusion of any amounts substantially concurrently utilized pursuant to the RatioCash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or the Cash-Capped Incremental FacilityRevolving 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 RatioPrepayment-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 may redesignate Representative elects otherwise, all or any portion of Indebtedness Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility as having or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility so long as, at from and after the time of such redesignation, first date on which the Borrower Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness 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 Dollar Amount of such redesignated IndebtednessIncremental Equivalent Debt). The Borrower, after consultation with the Administrative Agent, Borrowers may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower may, upon notice to the Administrative Agent, at any time or any Guarantor may from time to time after the Closing Date, issue issue, incur or otherwise obtain Indebtedness of the Borrower (and any Permitted Refinancing thereof) in respect of one or more series of senior secured, senior unsecured, senior subordinated pari passu or subordinated notes, notes or 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 may be unsecured or secured on a “junior” junior lien basis or, in the case of notes only, a pari passu basis with the Liens securing Obligations), in each case issued in a public offering, Rule 144A or other private placement or bridge in lieu of the Obligations) foregoing, or pari passu or subordinated mezzanine Indebtedness (which may be in the form of loans or notes and guaranteed only by Loan Parties limited to being unsecured or entities who become Loan Parties secured solely on a junior lien basis), in each case, that are issued or made in lieu of Incremental Term Commitments (such notes, loans and/or Extendable Bridge Loans/Interim Debt, collectively, the “Incremental Equivalent Debt”) in an amount not to exceed the sum of (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuance); 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 issuance of Incremental Equivalent Debt shall be in a minimum amount of the lesser of both (x) $20,000,000 (the issuance or equivalent 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) 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 extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio required) 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 Facility, the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-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 may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped 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 Indebtedness 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 by the amount of such redesignated Indebtedness). The Borrower, after consultation with the Administrative Agent, may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person assuming a borrowing of the maximum credit thereunder) and (who may be the Administrative Agent, if it so agrees)y) any Specified Transactions consummated in connection therewith, the “Consolidated Total Net Rent Adjusted Leverage Ratio does not exceed 5.25:1.00 (excluding the proceeds of such Incremental Equivalent Debt Arrangerfrom netting in the calculation of Consolidated Total Net Rent Adjusted Leverage Ratio), (ii) no Default or Event of Default shall have occurred and be continuing, provided that in the case of any Incremental Equivalent Debt 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 8.01(a) or (f) shall have occurred and be continuing, (iii) the borrower and guarantors of such Incremental Equivalent Debt shall be Loan Parties, (iv) if such Incremental Equivalent Debt is (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 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), (v)(A) with respect to Incremental Equivalent Debt that is secured on a pari passu basis with the Obligations, such Incremental Equivalent Debt shall have a final maturity date which is no earlier than the then Latest Maturity Date 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 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 with 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) The Borrower or any Guarantor Any Loan Party may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or 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) 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”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence, 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)) would exist immediately after giving effect to any such incurrence of Incremental Equivalent Debt, and (ii) any such issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 5,000,000 (or the equivalent amountDollar 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 the aggregate principal amount of Incremental Equivalent Debt issued Incurred pursuant to this Section 2.152.15 and incurred by Non-Loan Party Subsidiaries shall not exceed the Non-Loan Party Sublimit as of the date of Incurrence (subject to Section 1.02(i)); provided, further, that (A) will countunless the Borrower elects otherwise, first, (x) the Borrower shall be deemed to reduce the amount available under Prepayment-Based Incremental Facilities, second, to reduce the amount available have used amounts under the Ratio-Based Incremental Facilities Facility (to the extent permitted by compliant therewith) prior to using amounts under the pro forma calculation of Effective Extension Incremental Facility, the Consolidated First Lien Net Leverage Ratio required) and, third, to reduce the maximum amount under Prepayment-Based Incremental Facility or the Cash-Capped Incremental FacilitiesFacility and (y) the Borrower shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) New Loan Commitments pursuant to Section 2.14, Incremental Equivalent Debt pursuant to this Section 2.15 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 and or any combination of any of the Prepayment-Based Incremental Facilityforegoing, 144 and proceeds from any such incurrence may be utilized in a single transaction by first or series of related transactions by, unless the Borrower elects otherwise, first, calculating the incurrence under the PrepaymentRatio-Based Incremental Facility (without inclusion of (x) any amounts utilized incurred substantially concurrently pursuant to the RatioPrepayment-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 RatioPrepayment-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 and Facility, as applicable, (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility as having been 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 so long as, at from and after the time of such redesignation, 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 being so redesignated 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 Facility, as applicable, by all or such portion, as applicable, of the aggregate principal amount of such redesignated 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, after consultation with the Administrative Agent, Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower or any Guarantor Any Loan Party may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or 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) 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”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence, 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)) would exist immediately after giving effect to any such incurrence of Incremental Equivalent Debt, and (ii) any such issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 5,000,000 (or the equivalent amountDollar 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 the aggregate principal amount of Incremental Equivalent Debt issued Incurred pursuant to this Section 2.152.15 and incurred by Non-Loan Party Subsidiaries shall not exceed the Non-Loan Party Sublimit as of the date of Incurrence (subject to Section 1.02(i)); provided, further, that (A) will countunless the Borrower elects otherwise, first, (x) the Borrower shall be deemed to reduce the amount available under Prepayment-Based Incremental Facilities, second, to reduce the amount available have used amounts under the Ratio-Based Incremental Facilities Facility (to the extent permitted by compliant therewith) prior to using amounts under the pro forma calculation of Effective Extension Incremental Facility, the Consolidated First Lien Net Leverage Ratio required) and, third, to reduce the maximum amount under Prepayment-Based Incremental Facility or the Cash-Capped Incremental FacilitiesFacility and (y) the Borrower shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) New Loan Commitments pursuant to Section 2.14, Incremental Equivalent Debt pursuant to this Section 2.15 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 and or any combination of any of the Prepayment-Based Incremental Facilityforegoing, and proceeds from any such incurrence may be utilized in a single transaction by first or series of related transactions by, unless the Borrower elects otherwise, first, calculating the incurrence under the PrepaymentRatio-Based Incremental Facility (without inclusion of (x) any amounts utilized incurred substantially concurrently pursuant to the RatioPrepayment-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 RatioPrepayment-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 and Facility, as applicable, (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Prepayment-Based Incremental Facility or the Cash-Capped Incremental Facility as having been 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 so long as, at from and after the time of such redesignation, 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 being so redesignated 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 Facility, as applicable, by all or such portion, as applicable, of the aggregate principal amount of such redesignated 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, after consultation with the Administrative Agent, Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).

Incremental Equivalent Debt. (a) The Borrower or any Guarantor Any Loan Party may from time to time after the Closing Date, Date issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated, subordinated notes, loans or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt, if secured secured, are secured by the Collateral on a first lien an “equal and ratable” basis with the Liens on the Collateral securing the Obligations or secured on a “junior” basis with to 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”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceincurrence, 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 issuance incurrence of Incremental Equivalent Debt shall be in a minimum amount of the lesser of (x) $20,000,000 (or equivalent amount) 5,000,000 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’s option, 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 extent permitted by compliant therewith), second, to reduce the pro forma calculation of amount available under the Consolidated First Lien Net Leverage Ratio required) 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 FacilityFacilities, the Cash-Capped Incremental Facility Facilities and the Prepayment-Based Incremental FacilityFacilities, 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 Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of or any amounts utilized substantially concurrently incurred under Section 7.01 (other than any Ratio Debt or Ratio Acquisitions Debt incurred pursuant to the Cash-Capped Incremental FacilitySection 7.01) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness Incremental Equivalent Debt originally designated as incurred under the Cash-Capped Incremental Facility as having been 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 Indebtedness being so redesignated such Incremental Equivalent Debt 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 such redesignated IndebtednessIncremental Equivalent Debt). The Borrower, after consultation with the Administrative Agent, Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).. 0000-0000-0000 91

Incremental Equivalent Debt. (a) The Borrower Borrowers or any Guarantor may from time to time after the Closing Date, upon notice by the Borrower Representative to the Administrative Agent, specifying in reasonable detail the proposed terms thereof, request to issue one or more series of senior secured, senior unsecured, senior subordinated or subordinated notesnotes or loans or, in each case, Extendable Bridge Loans in lieu thereof (which notes or loans (or Extendable Bridge Loans/Interim Debt (which notes, loans and/or Extendable Bridge Loans/Interim Debt), 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, notes or loans and/or (or Extendable Bridge Loans/Interim Debt), collectively, “New Incremental Equivalent NotesEquivalent Debt”) in an amount not to exceed the sum of Incremental Amount (A) the Cash-Capped Incremental Facility, (B) the Ratio-Based Incremental Facility and (C) the Prepayment-Based Incremental Facility (in each case, at the time of issuanceissuanceincurrence ); provided that (i) no Event of Default would exist after giving Pro Forma Effect to any such request, request subject to Section the Permitted Acquisition ProvisionsSection 1.02(i), and (ii) any such issuance issuanceincurrence of New Incremental Equivalent NotesEquivalent Debt shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 (or equivalent amount) and (y) the entire amount that may be requested under this Section 2.15; provided, further, that any New Loan Incremental Commitments established pursuant to Section 2.14 and New Incremental Equivalent Notes issuedEquivalent Debt issued 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 extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage Ratio requiredrequired prior to the incurrence of such Ratio-Based Incremental Facility) and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilities, Facilities and (B) New Incremental Equivalent NotesEquivalent Debt pursuant to this Section 2.15 may be incurred under both the Ratio-Based Incremental Facility, Facilities and the Cash-Capped Incremental Facility and the Prepayment-Based Incremental FacilityFacilities, and proceeds from any such incurrence may be utilized in a single transaction transaction, by first calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), then calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) Facilities and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped 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 Indebtedness 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 by the amount of such redesignated Indebtedness)Facilities. The Borrower, after consultation with the Administrative Agent, Borrower may appoint any Person that is not an Affiliate of the Borrower as arranger of such Incremental Equivalent Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Equivalent Debt Arranger”).