Common use of New Incremental Notes Clause in Contracts

New Incremental Notes. (a) The Borrowers, on a joint and several basis, 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 notes (which notes, 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 the guarantors (such notes, collectively, “New Incremental Notes”) in an amount to exceed the Incremental Amount (at the time of issuance); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request subject to the Permitted Acquisition Provisions, and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount that may be requested under this Section 2.17; provided, further, that for any Incremental Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.17, (A) the Borrowers shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the extent compliant therewith), prior to utilization of the Prepayment-Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) such New Loan Commitments and such New Incremental Notes may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewith), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions by, at Borrowers’ option, first calculating the incurrence under the Ratio-Based Incremental Facility (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 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtedness).

New Incremental Notes. (a) The Borrowers, on a joint and several basis, 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 notes (which notes, 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 the guarantors Loan Parties or entities who become Loan Parties (such notes, collectively, “New Incremental Notes”) in an amount not to exceed the Incremental Amount (at the time of issuance); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request subject to the Permitted Acquisition Provisions, and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount that may be requested under this Section 2.172.15; provided, further, that for any Incremental Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.172.15, (A) will count, first, to reduce the Borrowers shall be deemed amount available under Prepayment-Based Incremental Facilities, second, to have used amounts reduce the amount available under the Ratio-Based Incremental Facility (to the extent compliant therewith), prior to utilization of the Prepayment-Based Incremental Facility Facilities (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio required prior to the incurrence of such Ratio-Based Incremental Facility) and, third, to reduce the maximum amount under the Cash-Capped Incremental Facilities and (B) New Incremental Notes pursuant to this Section 2.15 may be incurred under both the Ratio-Based Incremental Facilities and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) such New Loan Commitments and such New Incremental Notes may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewith), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental FacilityFacilities, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions bytransaction, at Borrowers’ option, by first calculating the incurrence under the Ratio-Based Incremental Facility (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 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the Prepayment-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) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtedness)Facilities.

New Incremental Notes. (a) The Borrowers, on a joint and several basis, Borrowers 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 Date incur one or more series of senior secured, senior unsecured, senior subordinated or subordinated, subordinated notes or Extendable Bridge Loans (which notesnotes and/or Extendable Bridge Loans, if secured, are secured by the Collateral, are secured Collateral on a first lien “equal and ratable” pari passu basis with the Liens securing the Obligations or secured on a “junior” basis with to the Liens securing the Obligations) and guaranteed only by the guarantors Loan Parties or entities who become Loan Parties (such notesnotes and/or Extendable Bridge Loans, collectively, “New Incremental Notes”) in an amount not to exceed the Incremental Amount (at the time of issuance); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request request, subject to the Permitted Acquisition Provisions, and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount that may be requested under this Section 2.171.02(i); provided, further, that for any Incremental Commitments New Loan Commitment established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.172.15, (A) will count, first, to reduce the Borrowers shall be deemed to have used amounts amount available under the Ratio-Based Incremental Facility Facilities (to the extent compliant therewith), prior second, to utilization of reduce the amount available under the Prepayment-Based Incremental Facility (Facilities and, third, to reduce the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and maximum amount under the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental FacilityFacilities, (B) such New Loan Commitments and such New Incremental Notes pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewith)Facilities, 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 bytransaction, at Borrowers’ option, by first calculating the incurrence under the Ratio-Based Incremental Facility Facilities (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility, Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.03 (other than any Permitted Additional DebtFacility) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) unless the Borrowers elect otherwise, may redesignate all or any portion of Indebtedness New Incremental Notes originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have as having been incurred under the Ratio-Based Incremental Facility from and after so long as, at the first date on which time of such redesignation, the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness New Incremental Notes being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or or the Prepayment-Based Incremental Facility, as applicable, by the Dollar amount of such redesignated IndebtednessNew Incremental Notes). The Parent Borrower may appoint any Person as arranger of such New Incremental Notes (such Person (who may be the Administrative Agent, if it so agreed), the “Incremental Notes Arranger”).

New Incremental Notes. (a) The BorrowersLead Borrower shall have the right, on a joint and several basis, may from time to at any time after the Closing First Restatement Effective Date, upon written 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 secured notes (which notes, if secured by the Collateral (other than the Canadian Collateral, are secured the German Collateral and any U.K. Collateral) on a first lien “an equal and ratable” ratable basis with the Liens securing the U.S. Obligations (or secured by the Collateral (other than the Canadian Collateral, the German Collateral and any U.K. Collateral) on a “junior” basis with the Liens securing the Obligationssecond lien basis)) and guaranteed only by the guarantors or unsecured notes (such notes, collectively, “New Incremental Notes”) in an amount to exceed the Incremental Amount (at the time of issuance); provided it being understood and agreed, however, that (i) the aggregate amount of all New Incremental Notes permitted to be issued pursuant to this Section 2.24 shall not exceed the Maximum Incremental Amount at such time, (ii) all Incremental Commitment Requirements must be satisfied on the date of issuance of any New Incremental Notes, (iii) such New Incremental Notes shall (A) have a Maturity Date of no Event earlier than 91 days after the Latest Maturity Date applicable to any Class of Default Term Loans then outstanding, (B) have a Weighted Average Life to Maturity of no less than the longest Weighted Average Life to Maturity as then in effect for any Class of Loans then existing, and (C) not be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary assets sale or change of control provisions or (2) to the extent that prepayments are made, to the extent required under the Loan Documents, first pro rata to any then existing Class of Term Loan and any senior secured first lien New Incremental Notes), (iv) such New Incremental Notes shall rank pari passu in right of payment (subject to Section 1.02(ithe applicable provisions of the intercreditor agreement referred to in clause (v) in the case of secured New Incremental Notes)) would exist after giving Pro Forma Effect to , have the same guarantees as the Term Loan Facilities and, if secured, be secured solely by the Collateral (other than the Canadian Collateral, the German Collateral and any such request subject to the Permitted Acquisition ProvisionsU.K. Collateral), and (iiv) any such issuance of secured New Incremental Notes shall be in a minimum amount of issued subject to intercreditor arrangements that are reasonably satisfactory to the lesser of (x) a Dollar Amount of $20,000,000 Administrative Agent and (yvi) the entire amount that may be requested under this Section 2.17; provided, further, that for any Incremental Commitments established pursuant to Section 2.14 terms and New Incremental Notes issued pursuant to this Section 2.17, (A) the Borrowers shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the extent compliant therewith), prior to utilization conditions of the Prepayment-Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) such New Loan Commitments and such New Incremental Notes may be incurred under are customary for similar debt securities in light of then-prevailing market conditions at the Ratio-Based Incremental Facility (time of issuance and in any event are not, taken as a whole, more restrictive to the extent compliant therewith), the Cash-Capped Incremental Facility Lead Borrower and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized its Restricted Subsidiaries than those set forth in a single transaction or series of related transactions by, at Borrowers’ option, first calculating the incurrence under the Ratio-Based Incremental Facility (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 7.03 this Agreement (other than with respect to interest rate and redemption provisions), except for covenants and other provisions applicable only to periods after the Latest Maturity Date of any Permitted Additional Debtthen existing U.S. Term Loan Facility that remains outstanding after giving effect to such refinancing (provided that a certificate of a financial officer of the Lead Borrower delivered to the Administrative Agent in good faith at least five (5) and then calculating Business Days prior to the incurrence under of such New Incremental Notes, together with a reasonably detailed description of the Prepayment-Based material terms and conditions of such New Incremental Facility (without inclusion Notes or drafts of any amounts utilized pursuant to the Cash-Capped Incremental Facility) documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and then calculating conditions satisfy the incurrence under the Cash-Capped Incremental Facility requirement set forth in this Section 2.24, shall be conclusive evidence that such terms and (C) conditions satisfy such requirement unless the Borrowers elect otherwise, all or any portion Administrative Agent provides notice to Lead Borrower of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or its objection during such portion, as applicable, five (5) Business Day period (including a reasonable description of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtednessbasis upon which it objects)).

New Incremental Notes. (a) The Borrowers, on a joint and several basis, Borrower 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 notes (which notesor, if secured by the Collateralin each case, 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 the guarantors bridge loans in lieu thereof (such notesnotes and/or bridge loans, collectively, “New Incremental Notes”) in an amount not to exceed the Available Incremental Amount (at the time of issuance); provided that . (b) As a condition precedent to the issuance of any New Incremental Notes pursuant to this Section 2.15, (i) no Event such New Incremental Notes shall not be Guaranteed by any Subsidiary of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to the Borrower that is not a Loan Party or that does not become a Loan Party and shall not be secured by a lien on any such request subject to assets of a Loan Party that is not part of the Permitted Acquisition ProvisionsCollateral, and (ii) any to the extent secured by the Collateral, such issuance of New Incremental Notes shall be in subject to a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount that may be requested under this Section 2.17; provided, further, that for any Incremental Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.17Market Intercreditor Agreement, (Aiii) the Borrowers shall be deemed except with respect to have used amounts under the Ratio-Based Incremental Facility (to the extent compliant therewith)Permitted Earlier Maturity Debt and Extendable Bridge Loans, prior to utilization of the Prepayment-Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) such New Loan Commitments and such New Incremental Notes shall have a final maturity no earlier than the Latest Maturity Date of the 20232024 Term Loan Facility, (iv) except with respect to Permitted Earlier Maturity Debt and Extendable Bridge Loans, the Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter than that of the 20232024 Term Loan Facility. (c) The Lenders hereby authorize the Administrative Agent (and the Lenders hereby authorize the Administrative Agent to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be incurred under necessary in order to secure any New Incremental Notes with the Ratio-Based Incremental Facility (Collateral and/or to make such technical amendments as may be necessary or appropriate in the extent compliant therewith), reasonable opinion of the Cash-Capped Incremental Facility Administrative Agent and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized Borrower in a single transaction or series of related transactions by, at Borrowers’ option, first calculating connection with the incurrence under the Ratio-Based Incremental Facility (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 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount issuance of such Indebtedness under the Ratio-Based New Incremental Facility (whichNotes, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtedness)in each case on terms consistent with this Section 2.15.

New Incremental Notes. (a) The Borrowers, on a joint and several basis, Borrowers (or any Borrower) or any Guarantor may from time to time after the Closing Date, upon notice by the Borrower Representative Borrowers 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 notes (which notes, 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 the guarantors Loan Parties or entities who become Loan Parties (such notes, collectively, “New Incremental Notes”) in an amount not to exceed the Incremental Amount (at the time of issuance); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request request, subject to the Permitted Acquisition ProvisionsSection 1.02(i), and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 (or equivalent Dollar Amount) and (y) the entire amount that may be requested under this Section 2.172.15; provided, further, that for any Incremental New Loan Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.172.15, (A) will count, first, to reduce the Borrowers shall be deemed amount available under Prepayment-Based Incremental Facilities, second, to have used amounts reduce the amount available under the Ratio-Based Incremental Facility (to the extent compliant therewith), prior to utilization of the Prepayment-Based Incremental Facility Facilities (to the extent permitted by the pro forma calculation of the Consolidated First Lien Net Leverage RatioRatio required) and and, third, to reduce the maximum amount under the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental FacilityFacilities, (B) such New Loan Commitments and such New Incremental Notes pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewith)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 or series of related transactions by, at Borrowers’ option, by first calculating the incurrence under the RatioPrepayment-Based Incremental Facility (without inclusion of any amounts substantially concurrently utilized pursuant to the Ratio-Based Incremental Facility or the Cash-Capped Incremental Facility), the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the PrepaymentRatio-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 Borrowers elect otherwise, Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have as having been incurred under the Ratio-Based Incremental Facility from and after so long as, at the first date on which time of such redesignation, the Borrowers 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 (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount Dollar Amount of such redesignated Indebtedness). The Borrowers, after consultation with the Administrative Agent, may appoint any Person that is not an Affiliate of any Borrower as arranger of such New Incremental Notes (such Person (who may be the Administrative Agent, if it so agrees), the “Incremental Notes Arranger”).

New Incremental Notes. (a) The BorrowersLead Borrower shall have the right, on a joint and several basis, may from time to at any time after the Closing Date, upon written 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 secured notes (which notes, if secured by the Collateral (other than the Canadian Collateral, are secured ) on a first lien “an equal and ratable” ratable basis with the Liens securing the Obligations (or secured by the Collateral (other than the Canadian Collateral) on a “junior” basis with the Liens securing the Obligationssecond lien basis)) and guaranteed only by the guarantors or unsecured notes (such notes, collectively, “New Incremental Notes”) in an amount to exceed the Incremental Amount (at the time of issuance); provided it being understood and agreed, however, that (i) the aggregate amount of all New Incremental Notes permitted to be issued pursuant to this Section 2.24 shall not exceed the Maximum Incremental Amount at such time, (ii) all Incremental Commitment Requirements must be satisfied on the date of issuance of any New Incremental Notes, (iii) such New Incremental Notes shall (A) have a Maturity Date of no Event earlier than 91 days after the Latest Maturity Date applicable to any Class of Default Term Loans then outstanding, (B) have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for any Class of Loans then existing, and (C) not be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights (except (1) customary assets sale or change of control provisions or (2) to the extent that prepayments are made, to the extent required under the Loan Documents, first pro rata to any then existing Class of Term Loan and any senior secured first lien New Incremental Notes), (iv) such New Incremental Notes shall rank pari passu in right of payment (subject to Section 1.02(ithe applicable provisions of the intercreditor agreement referred to in clause (v) in the case of secured New Incremental Notes)) would exist after giving Pro Forma Effect to any such request subject to , have the Permitted Acquisition Provisionssame guarantees as the Term Loan Facilities and, and if secured, be secured solely by the Collateral (iiother than the Canadian Collateral), (v) any such issuance of secured New Incremental Notes shall be in a minimum amount of issued subject to intercreditor arrangements that are reasonably satisfactory to the lesser of (x) a Dollar Amount of $20,000,000 Administrative Agent and (yvi) the entire amount that may be requested under this Section 2.17; provided, further, that for any Incremental Commitments established pursuant to Section 2.14 terms and New Incremental Notes issued pursuant to this Section 2.17, (A) the Borrowers shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the extent compliant therewith), prior to utilization conditions of the Prepayment-Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) such New Loan Commitments and such New Incremental Notes may be incurred under are customary for similar debt securities in light of then-prevailing market conditions at the Ratio-Based Incremental Facility (time of issuance and in any event are not, taken as a whole, more restrictive to the extent compliant therewith), the Cash-Capped Incremental Facility Lead Borrower and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized its Restricted Subsidiaries than those set forth in a single transaction or series of related transactions by, at Borrowers’ option, first calculating the incurrence under the Ratio-Based Incremental Facility (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 7.03 this Agreement (other than with respect to interest rate and redemption provisions), except for covenants and other provisions applicable only to periods after the Latest Maturity Date of any Permitted Additional Debtthen existing U.S. Term Loan Facility that remains outstanding after giving effect to such refinancing (provided that a certificate of a financial officer of the Lead Borrower delivered to the Administrative Agent in good faith at least five (5) and then calculating Business Days prior to the incurrence under of such New Incremental Notes, together with a reasonably detailed description of the Prepayment-Based material terms and conditions of such New Incremental Facility (without inclusion Notes or drafts of any amounts utilized pursuant the documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this Section 2.24, shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Cash-Capped Incremental FacilityLead Borrower of its objection during such five (5) and then calculating the incurrence under the Cash-Capped Incremental Facility and Business Day period (C) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, including a reasonable description of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtednessbasis upon which it objects)).

New Incremental Notes. (a) The Borrowers, on a joint and several basis, 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 notes (which notes, 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 the guarantors (such notes, collectively, “New Incremental Notes”) in an amount to exceed the Incremental Amount (at the time of issuance); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request subject to the Permitted Acquisition Provisions, and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount that may be requested under this Section 2.17; provided, further, that for any Incremental Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.17, (A) the Borrowers shall be deemed to have used amounts under the Prepayment-Ratio-Based Incremental Facility Facility, if any (to the extent compliant therewith), prior to utilization of the Cash-Capped Incremental Facility and the Ratio-Based Incremental Facility, and the Borrowers shall be deemed to have used the Ratio-Prepayment-Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash---Capped Incremental FacilityFacility and, (B) such New Loan Commitments pursuant to this Section 2.14 and such New Incremental Notes pursuant to Section 2.17 may be incurred under the clauses (x), (y) and (z) abovethe Ratio-Based Incremental Facility (to the extent compliant therewith), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence under clauses (x), (y) and (z) above may be utilized in a single transaction or byor series of related transactions by, at Borrowers’ option, first calculating the incurrence under the clause (y)the Ratio-Based Incremental Facility (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 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the clause (x)the Cash-Capped Incremental Facility) and then calculating the incurrence under the clausethe Cash-Capped Incremental Facility and (CxC) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally -139- designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtedness).

New Incremental Notes. (a) The Borrowers, on a joint and several basis, 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 notes (which notes, 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 the guarantors (such notes, collectively, “New Incremental Notes”) in an amount to exceed the Incremental Amount (at the time of issuance); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request subject to the Permitted Acquisition Provisions, and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount that may be requested under this Section 2.17; provided, further, that for any Incremental Commitments established pursuant to Section 2.14 and New Incremental Notes issued US-DOCS\90330440.2103232196.9 pursuant to this Section 2.17, (A) the Borrowers shall be deemed to have used amounts under the RatioPrepayment-Based Incremental Facility (to the extent compliant therewith)Facility, if any, prior to utilization of the PrepaymentCash-Capped Incremental Facility and the Ratio-Based Incremental Facility, and the Borrowers shall be deemed to have used the Ratio-Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, Facility and (B) such New Loan Commitments pursuant to this Section 2.14 and such New Incremental Notes pursuant to Section 2.17 may be incurred under the Ratio-Based Incremental Facility clauses (to the extent compliant therewithx), the Cash-Capped Incremental Facility (y) and the Prepayment-Based Incremental Facility(z) above, and proceeds from any such incurrence under clauses (x), (y) and (z) above may be utilized in a single transaction or series of related transactions by, at Borrowers’ option, by first calculating the incurrence under the Ratio-Based Incremental Facility clause (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 7.03 (other than any Permitted Additional Debty) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facilityclause (x)) and then calculating the incurrence under the Cash-Capped Incremental Facility and clause (C) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtednessx)).

New Incremental Notes. (a) The Borrowers, on a joint and several basis, Borrowers 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 Date incur one or more series of senior secured, senior unsecured, senior subordinated or subordinated, subordinated notes or Extendable Bridge Loans (which notesnotes and/or Extendable Bridge Loans, if secured, are secured by the Collateral, are secured Collateral on a first lien “equal and ratable” pari passu basis with the Liens securing the Obligations or secured on a “junior” basis with to the Liens securing the Obligations) and guaranteed only by the guarantors Loan Parties or entities who become Loan Parties (such notesnotes and/or Extendable Bridge Loans, collectively, “New Incremental Notes”) in an amount not to exceed the Incremental Amount (at the time of issuance); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request request, subject to the Permitted Acquisition Provisions, and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount that may be requested under this Section 2.171.02(i); provided, further, that for any Incremental Commitments New Commitment established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.172.15, (A) will count, first, to reduce the Borrowers shall be deemed to have used amounts amount available under the Ratio-Based Incremental Facility Facilities (to the extent compliant therewith)) and, prior second, to utilization of reduce the Prepayment-Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and maximum amount under the Cash-Capped Incremental Facility, Facilities and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) such New Loan Commitments and such New Incremental Notes pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewith), 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 or series of related transactions bytransaction, at Borrowers’ option, by first calculating the incurrence under the Ratio-Based Incremental Facility (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 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the Prepayment-Based Incremental Facility Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility Facility. With respect to any New Incremental Notes that are secured on a pari passu basis in right of payment and (C) security with the Initial Loans, the All-in Yield payable by the Borrowers applicable to such New Incremental Notes shall be determined by the Borrowers and the Lenders providing such New Incremental Notes and shall not be more than 50 basis points higher than the corresponding All-in Yield payable by the Borrowers for the Initial Loans, unless the Borrowers elect otherwise, all or All-in Yield with respect to the Initial Loans is increased to the amount necessary so that the difference between the All-in Yield with respect to such New Incremental Notes and the corresponding All-in Yield on the Initial Loans is equal to 50 basis points. The Parent Borrower may appoint any portion of Indebtedness originally designated Person as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount arranger of such Indebtedness under New Incremental Notes (such Person (who may be the Ratio-Based Administrative Agent, if it so agreed), the “Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated IndebtednessNotes Arranger”).

New Incremental Notes. (a) The Borrowers, on a joint and several basis, Borrowers 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 Date incur one or more series of senior secured, senior unsecured, senior subordinated or subordinated, subordinated notes or Extendable Bridge Loans (which notesnotes and/or Extendable Bridge Loans, if secured, are secured by the Collateral, are secured Collateral on a first lien “equal and ratable” pari passu basis with the Liens securing the Obligations or secured on a “junior” basis with to the Liens securing the Obligations) and guaranteed only by the guarantors Loan Parties or entities who become Loan Parties (such notesnotes and/or Extendable Bridge Loans, collectively, “New Incremental Notes”) in an amount not to exceed the Incremental Amount (at the time of issuance); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request request, subject to the Permitted Acquisition Provisions, and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount that may be requested under this Section 2.171.02(i); provided, further, that for any Incremental Commitments New Loan Commitment established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.172.15, (A) will count, first, to reduce the Borrowers shall be deemed to have used amounts amount available under the Ratio-Based Incremental Facility Facilities (to the extent compliant therewith), prior second, to utilization of reduce the amount available under the Prepayment-Based Incremental Facility (Facilities and, third, to reduce the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and maximum amount under the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental FacilityFacilities, (B) such New Loan Commitments and such New Incremental Notes pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewith)Facilities, 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 bytransaction, at Borrowers’ option, by first calculating the incurrence under the Ratio-Based Incremental Facility Facilities (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility, Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.03 (other than any Permitted Additional DebtFacility) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) unless the Borrowers elect otherwise, may redesignate all or any portion of Indebtedness New Incremental Notes originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have as having been incurred under the Ratio-Based Incremental Facility from and after so long as, at the first date on which time of such redesignation, the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness New Incremental Notes being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtedness).Based

New Incremental Notes. (a) The Borrowers, on a joint and several basis, Borrowers 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 Date incur one or more series of senior secured, senior unsecured, senior subordinated or subordinated, subordinated notes or Extendable Bridge Loans (which notesnotes and/or Extendable Bridge Loans, if secured, are secured by the Collateral, are secured Collateral on a first lien “equal and ratable” pari passu basis with the Liens securing the Obligations or secured on a “junior” basis with to the Liens securing the Obligations) and guaranteed only by the guarantors Loan Parties or entities who become Loan Parties (such notesnotes and/or Extendable Bridge Loans, collectively, “New Incremental Notes”) in an amount not to exceed the Incremental Amount (at the time of issuance); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request request, subject to the Permitted Acquisition Provisions, and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount that may be requested under this Section 2.171.02(i); provided, further, that for any Incremental Commitments New Loan Commitment established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.172.15, (A) will count, first, to reduce the Borrowers shall be deemed to have used amounts amount available under the Ratio-Based Incremental Facility Facilities (to the extent compliant therewith)) and, prior second, to utilization of reduce the Prepayment-Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and maximum amount under the Cash-Capped Incremental Facility, Facilities and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) such New Loan Commitments and such New Incremental Notes pursuant to this Section 2.15 may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewith), 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 or series of related transactions bytransaction, at Borrowers’ option, by first calculating the incurrence under the Ratio-Based Incremental Facility (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 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the Prepayment-Based Incremental Facility Facilities (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility Facility. With respect to any New Incremental Notes that are secured on a pari passu basis in right of payment and (C) security with the Initial Term Loans, the All-in Yield payable by the Borrowers applicable to such New Incremental Notes shall be determined by the Borrowers and the Lenders providing such New Incremental Notes and shall not be more than 50 basis points higher than the corresponding All-in Yield payable by the Borrowers for the Initial Term Loans, unless the Borrowers elect otherwise, all or All-in Yield with respect to the Initial Term Loans is increased to the amount necessary so that the difference between the All-in Yield with respect to such New Incremental Notes and the corresponding All-in Yield on the Initial Term Loans is equal to 50 basis points. The Parent Borrower may appoint any portion of Indebtedness originally designated Person as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount arranger of such Indebtedness under New Incremental Notes (such Person (who may be the Ratio-Based Administrative Agent, if it so agreed), the “Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated IndebtednessNotes Arranger”).

New Incremental Notes. (a) The BorrowersBorrower may, on a joint and several basis, may from time to time after the Closing Date, upon by 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, (1) secured notes (which notes shall be secured solely by the Collateral on a pari passu or junior basis with the Liens securing the Obligations) or (2) senior unsecured, senior subordinated or subordinated notes (which notes, 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 the guarantors (such notes, collectively, “New Incremental Notes”) in an amount not to exceed the Incremental Amount (at the time of issuanceissuance (it being understood that the Incremental Amount shall reduce as set forth in Section 2.14(a))); provided that (i) no Event subject, in the case of Default (subject a Limited Condition Acquisition to Section 1.02(i)) would exist after giving Pro Forma Effect to any be funded by the proceeds of such request subject New Incremental Notes, to the Permitted Acquisition ProvisionsProvisions and the Limited Condition Acquisition Proviso, the conditions set forth in Section 4.02 shall be satisfied as of the date of issuance of New Incremental Notes and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 5,000,000 and (y) the entire amount that may be requested under this Section 2.172.15; provided, further, that for any Incremental New Loan Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.172.15, will (A) reduce the Borrowers shall be deemed maximum amount under the Prepay Incremental Amount prior to have used amounts reducing the maximum amount under the Dollar Capped Incremental Amount or counting towards the Ratio-Based Incremental Facility and (to B) count towards the extent compliant therewith), prior to utilization of the PrepaymentRatio-Based Incremental Facility prior to reducing the maximum amount under the Dollar Capped Incremental Amount (to the extent permitted by the pro forma calculation of the First Lien Secured Net Leverage Ratio calculated on a Pro Forma Basis required prior to the incurrence of such Ratio) and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility); provided, (B) such New Loan Commitments and such New Incremental Notes further, that Loans may be incurred under the Ratio-Based Incremental Facility clauses (to the extent compliant therewithx), (y) and (z) of the Cash-Capped definition of Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized Amount in a single transaction or series in any order of related transactions by, at Borrowers’ option, first calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts substantially concurrently utilized use permitted pursuant to the Cash-Capped Incremental Facility, the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.03 clauses (other than any Permitted Additional DebtA) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental FacilityB) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (whichabove without, for the avoidance of doubt, shall have being required to include amounts utilized under the effect of increasing the Cash-Dollar Capped Incremental Facility Amount and/or the PrepaymentPrepay Incremental Amount in the calculation of the Ratio-Based Incremental Facility, as applicable, by the amount Facility if such amounts are being used in a single incurrence of such redesignated Indebtedness)New Incremental Notes.

New Incremental Notes. (a) The BorrowersBorrower may, on a joint and several basis, may from time to time after the Closing Date, upon by 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, (1) secured notes (which notes shall be secured solely by the Collateral on a pari passu or junior basis with the Liens securing the Obligations) or (2) senior unsecured, senior subordinated or subordinated notes (which notes, 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 the guarantors (such notes, collectively, “New Incremental Notes”) in an amount not to exceed the Incremental Amount (at the time of issuanceissuance (it being understood that the Incremental Amount shall reduce as set forth in Section 2.14(a))); provided that (i) no Event of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request subject to the Permitted Acquisition Provisions, the conditions set forth in Section 4.02 shall be satisfied as of the date of issuance of New Incremental Notes and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 5,000,000 and (y) the entire amount that may be requested under this Section 2.172.15; provided, further, that for any Incremental New Loan Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.172.15, (A) the Borrowers shall be deemed to have used amounts under will count towards the Ratio-Based Incremental Facility (to the extent compliant therewith), prior to utilization of reducing the Prepayment-Based maximum amount under the Dollar Capped Incremental Facility Amount (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio calculated on a Pro Forma Basis required prior to the incurrence of such Ratio) and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior Facility) ; provided, however, to utilization of the Cash-Capped Incremental Facility, (B) extent that any such New Loan Commitments Incremental Notes are unsecured or secured on a junior basis with the Liens securing the Obligations and such New Incremental Notes may are permitted not to be incurred under treated as Consolidated Funded First Lien Indebtedness pursuant to clause (i) of the Ratio-Based Incremental Facility (proviso to the extent compliant therewithdefinition of Maximum First Lien Leverage Requirement, the Restricted Group shall be required to be in compliance, on a Pro Forma Basis, after giving effect to such New Incremental Notes (and otherwise calculated on the same basis as provided in the definition of Maximum First Lien Leverage Requirement), with a Total Net Leverage Ratio that does not exceed 6.25:1.00 as of the Cash-Capped Incremental Facility and date of the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may most recent financial statements required to be utilized in a single transaction or series of related transactions by, at Borrowers’ option, first calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts substantially concurrently utilized delivered pursuant to the Cash-Capped Incremental Facility, the Prepayment-Based Incremental Facility Section 6.02(a) or any amounts substantially concurrently incurred under Section 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtednessb).

New Incremental Notes. (a) The Borrowers, on a joint and several basis, Borrower 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 notes (which notes, 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 the guarantors Loan Parties or entities who become Loan Parties (such notes, collectively, “New Incremental Notes”) in an amount not to exceed the Incremental Amount (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)) would exist after giving Pro Forma Effect to any such request subject to the Permitted Acquisition Provisions, and (ii) any such issuance of New Incremental Notes shall be in a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount that may be requested under this Section 2.17; 2.15 provided, further, that for any Incremental Commitments established pursuant that, subject to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.17, (A) the Borrowers shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the extent compliant therewith1.02(i), prior to utilization of at the Prepayment-Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) such New Loan Commitments and time that any such New Incremental Notes are Incurred (and after giving pro forma effect thereto), except as set forth in the proviso to clause (b) below, no Event of Default (or, in the case of the Incurrence or provision of any New Incremental Notes in connection with an acquisition or other Investment or any prepayment, redemption, repurchase, defeasance, acquisition or similar payment of Indebtedness or Capital Stock that requires irrevocable notice in advance therof, no Event of Default under Section 8.01(a), (f) or (g)) shall have occurred and be continuing. The Borrower, after consultation with the Administrative Agent, may appoint any Person that is not an Affiliate of the Borrower as arranger of such New Incremental Notes (such Person (who may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewithAdministrative Agent, if it so agrees), the Cash-Capped “Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions by, at Borrowers’ option, first calculating the incurrence under the Ratio-Based Incremental Facility (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 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount of such Indebtedness under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated IndebtednessNotes Arranger”).

New Incremental Notes. (a) The Borrowers, on a joint and several basis, Borrower 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 notes (which notesor loans or, if secured by the Collateralin each case, 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 the guarantors bridge loans in lieu thereof (such notes, facilities and/or bridge loans, collectively, “New Incremental Notes”) in an amount not to exceed the Available Incremental Amount (at the time of issuance); provided that . (b) As a condition precedent to the issuance of any New Incremental Notes pursuant to this Section 2.15, (i) no Event such New Incremental Notes shall not be Guaranteed by any Subsidiary of Default (subject to Section 1.02(i)) would exist after giving Pro Forma Effect to any such request subject the Borrower that is not a Loan Party or that does not become a Loan Party and to the Permitted Acquisition Provisionsextent secured by the Collateral, and shall not be secured by a lien on any assets of a Loan Party that is not part of the Collateral, (ii) any to the extent secured by the Collateral, such issuance of New Incremental Notes shall be in subject to a minimum amount of the lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount that may be requested under this Section 2.17; provided, further, that for any Incremental Commitments established pursuant to Section 2.14 and New Incremental Notes issued pursuant to this Section 2.17Market Intercreditor Agreement, (Aiii) the Borrowers shall be deemed except with respect to have used amounts under the Ratio-Based Incremental Facility (to the extent compliant therewith)Extendable Bridge Loans, prior to utilization of the Prepayment-Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratio) and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (B) such New Loan Commitments and such New Incremental Notes shall have a final maturity no earlier than the Latest Maturity Date of the Initial Term Loan Facility, (iv) except with respect to Extendable Bridge Loans, the Weighted Average Life to Maturity of such New Incremental Notes shall not be shorter than that of the Initial Term Loan Facility. (c) The Lenders hereby authorize the Administrative Agent (and the Lenders hereby authorize the Administrative Agent to execute and deliver such amendments) to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be incurred under necessary in order to secure any New Incremental Notes with the Ratio-Based Incremental Facility (Collateral and/or to make such technical amendments as may be necessary or appropriate in the extent compliant therewith), reasonable opinion of the Cash-Capped Incremental Facility Administrative Agent and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized Borrower in a single transaction or series of related transactions by, at Borrowers’ option, first calculating connection with the incurrence under the Ratio-Based Incremental Facility (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 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to incur all or such portion, as applicable, of the aggregate principal amount issuance of such Indebtedness under the Ratio-Based New Incremental Facility (whichNotes, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtedness).in each case on terms consistent with this Section 2.15. Section 2.16