Common use of Size Clause in Contracts

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred (or in the case of Incremental Revolving Facilities, first committed), together with the aggregate principal amount of Incremental Equivalent Debt incurred as of such date, will not exceed an amount equal to the sum of the Incremental Fixed Amount and the Incremental Ratio Amount (the “Incremental Amount”). Calculation of the Incremental Ratio Amount, if used, will be made on a Pro Forma Basis. Each Incremental Amendment executed in connection with an Incremental Facility will identify whether all or any portion of such Incremental Facility is being incurred pursuant to the Incremental Fixed Amount or the Incremental Ratio Amount. For the avoidance of doubt, if the Borrower shall incur indebtedness under an Incremental Facility under the Incremental Fixed Amount substantially concurrently with the incurrence of indebtedness under the Incremental Ratio Amount, then the First Lien Net Leverage Ratio will be calculated with respect to such incurrence under the Incremental Ratio Amount without regard to any incurrence of indebtedness under the Incremental Fixed Amount. Unless the Borrower elects otherwise, each Incremental Facility will be deemed incurred first under the Incremental Ratio Amount to the extent permitted, with the balance incurred under the Incremental Fixed Amount. If the First Lien Net Leverage Ratio test for the incurrence of any Incremental Facility would be satisfied on a Pro Forma Basis as of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automatically. Each Incremental Facility will be in an integral multiple of $500,000 and in an aggregate principal amount that is not less than $2,500,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth above.

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred (or in the case of Incremental Revolving Facilities, first committed), pursuant to this Section 2.18 together with the aggregate principal amount of Incremental Equivalent Term Debt incurred as of such date, pursuant to Section 6.01(1) will not exceed exceed, in the aggregate, an amount equal to (a) the Incremental Fixed Amount plus (b) the Incremental Ratio Amount (the sum of the Incremental Fixed Amount and the Incremental Ratio Amount (Amount, the “Incremental Amount”). Calculation of the Incremental Ratio Amount, if used, will Amount shall be made on a Pro Forma BasisBasis (giving effect, for purposes of clause (2) of the Incremental Amount, to the use of proceeds of any relevant Incremental Facility) and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such calculation in reasonable detail. Each Incremental Facility Amendment executed in connection with an Incremental Facility will identify whether all or any portion of such Incremental Facility is being incurred pursuant to the Incremental Fixed Amount or Amount, the Incremental Ratio AmountAmount or a combination thereof. For the avoidance of doubt, if If the Borrower shall incur indebtedness incurs Indebtedness under an Incremental Facility under (or Incremental Equivalent Term Debt) using the Incremental Fixed Amount substantially concurrently with on the incurrence of indebtedness under same date that it incurs any such Indebtedness using the Incremental Ratio Amount, then the First Lien Net Leverage Ratio will be calculated with respect to such incurrence under the Incremental Ratio Amount will be calculated without regard to any incurrence of indebtedness under the Incremental Fixed Amount. Unless the Borrower elects otherwise, each incurrence of Incremental Facility (or Incremental Equivalent Term Debt) will be deemed incurred first under the as Incremental Ratio Amount to the extent permitted, with the any balance incurred under the Incremental Fixed Amount. If The Borrower may classify, and may later reclassify, indebtedness incurred under an Incremental Facility (or any Incremental Equivalent Term Debt) as incurred as, and in reliance on, the First Lien Net Leverage Incremental Fixed Amount, Incremental Ratio test for Amount, or both, on the date of incurrence and thereafter, to the extent permitted on the date of classification (or the date of any Incremental Facility would be satisfied on a Pro Forma Basis as of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automaticallysuch reclassification). Each Incremental Facility will be in an integral multiple of $500,000 1,000,000 and in an aggregate principal amount that is not less than $2,500,000 10,000,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than such minimum amount or integral multiple amount without the Administrative Agent’s consent if such amount represents all the remaining availability under the limit set forth aboveIncremental Amount at such time.

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred (or pursuant to this Section 2.18 and Incremental Equivalent Term Debt incurred pursuant to Section 6.01(1) will not exceed, in the case of Incremental Revolving Facilitiesaggregate, first committed), together with the aggregate principal amount of Incremental Equivalent Debt incurred as of such date, will not exceed an amount equal to the sum Non-Ratio Based Incremental Facility Cap; provided that the Borrowers may incur additional Incremental Facilities and Incremental Equivalent Term Debt without regard to the Non-Ratio Based Incremental Facility Cap so long as (a) with respect to any such Incremental Facility or Incremental Equivalent Term Debt to be secured on a pari passu basis with the Term Loans, the First Lien Net Leverage Ratio (determined on the date on which the applicable Incremental Facilities or Incremental Equivalent Term Debt is incurred (and after giving effect to such incurrence but without including the proceeds thereof in Unrestricted Cash for purposes of netting) and after giving effect to any acquisition or other transaction consummated in connection with the incurrence of such Incremental Fixed Amount Facility or Incremental Equivalent Term Debt, but excluding undrawn commitments under the ABL Credit Agreement) is equal to or less than 1.50 to 1.00; and (b) with respect to any such Incremental Facility or Incremental Equivalent Term Debt to be secured on a junior basis to the Term Loans, subordinated in right of payment to the Term Loans or unsecured and pari passu in right of payment with the Term Loans, the Total Net Leverage Ratio (determined on the date on which the applicable Incremental Ratio Amount Facilities or Incremental Equivalent Term Debt is incurred (and after giving effect to such incurrence but without including the proceeds thereof in Unrestricted Cash for purposes of netting) and after giving effect to any acquisition or other transaction consummated in connection with the incurrence of such Incremental Facility or Incremental Equivalent Term Debt, but excluding undrawn commitments under the ABL Credit Agreement) is equal to or less than 3.20 to 1.00 (collectively, the “Available Incremental Term Loan Facility Amount”). Calculation of If the Incremental Ratio Amount, if used, will be made on a Pro Forma Basis. Each Incremental Amendment executed in connection with an Incremental Facility will identify whether all or any portion of such Incremental Facility is being incurred pursuant to the Incremental Fixed Amount or the Incremental Ratio Amount. For the avoidance of doubt, if the Borrower shall Borrowers incur indebtedness under an the Non-Ratio Based Incremental Facility under Cap on the Incremental Fixed Amount substantially concurrently with the incurrence of same date that they incur indebtedness under the Available Incremental Ratio Term Loan Facility Amount, then the First Lien Net Leverage Ratio or the Total Net Leverage Ratio, as applicable, with respect to the amounts incurred under the Available Incremental Term Loan Facility Amount will be calculated with respect to such without including any incurrence under the Non-Ratio Based Incremental Ratio Amount without regard to any incurrence of indebtedness under the Incremental Fixed AmountFacility Cap. Unless the Borrower elects Borrowers elect otherwise, each Incremental Facility will shall be deemed incurred first under the Available Incremental Ratio Term Loan Facility Amount to the extent permitted, with the balance incurred under the Incremental Fixed Amount. If the First Lien Net Leverage Non-Ratio test for the incurrence of any Based Incremental Facility would be satisfied on a Pro Forma Basis as of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automaticallyCap. Each tranche of Incremental Facility Term Loans will be in an integral multiple of $500,000 1.0 million and in an aggregate principal amount that is not less than $2,500,000 10.0 million (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than such the applicable minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth aboveAvailable Incremental Term Loan Facility Amount.

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred (or in the case of Incremental Revolving Facilities, first committed), together with the aggregate principal amount of Incremental Equivalent Debt incurred as of such date, will not exceed an amount equal to the sum of the Incremental Fixed Amount and the Incremental Ratio Amount (the “Incremental Amount”). Calculation of the Incremental Ratio Amount, if used, will be made on a Pro Forma BasisBasis and for purposes of the calculation thereof all Incremental Revolving Facilities shall be deemed fully utilized. Each Incremental Amendment executed in connection with an Incremental Facility will identify whether all or any portion of such Incremental Facility is being incurred pursuant to the Incremental Fixed Amount or the Incremental Ratio Amount. For the avoidance of doubt, if the Borrower shall incur incurs indebtedness under an Incremental Facility under the Incremental Fixed Amount substantially concurrently with on the incurrence of same date that it incurs indebtedness under the Incremental Ratio Amount, then the First Lien Net Leverage Ratio, Secured Net Leverage Ratio or Total Net Leverage Ratio, as applicable, will be calculated with respect to such incurrence under the Incremental Ratio Amount without regard to any incurrence of indebtedness under the Incremental Fixed Amount. Unless the Borrower elects otherwise, each Incremental Facility will be deemed incurred first under the Incremental Ratio Amount to the extent permitted, with the balance incurred under the Incremental Fixed Amount. If the First Lien Net Leverage Ratio test for the incurrence of any Incremental Facility would be satisfied on a Pro Forma Basis as of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automatically. Each Incremental Facility will be in an integral multiple of $500,000 and in an aggregate principal amount that is not less than $2,500,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth above.

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred (or in the case of Incremental Revolving Facilities, first committed), pursuant to this Section 2.18 together with the aggregate principal amount of Incremental Equivalent Term Debt incurred as of such date, pursuant to Section 6.01(1) will not exceed exceed, in the aggregate, an amount equal to (a) the Incremental Fixed Amount plus (b) the Incremental Ratio Amount (the sum of the Incremental Fixed Amount and the Incremental Ratio Amount (Amount, the “Incremental Amount”). Calculation of the Incremental Ratio Amount, if used, will Amount shall be made on a Pro Forma BasisBasis and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such calculation in reasonable detail. Each Incremental Facility Amendment executed in connection with an Incremental Facility will identify whether all or any portion of such Incremental Facility is being incurred pursuant to the Incremental Fixed Amount or Amount, the Incremental Ratio AmountAmount or a combination thereof. For the avoidance of doubt, if If the Borrower shall incur indebtedness incurs Indebtedness under an Incremental Facility under (or Incremental Equivalent Term Debt) using the Incremental Fixed Amount substantially concurrently with on the incurrence of indebtedness under same date that it incurs any such Indebtedness using the Incremental Ratio Amount, then the First Lien Net Leverage Ratio will be calculated with respect to such incurrence under the Incremental Ratio Amount will be calculated without regard to any incurrence of indebtedness under the Incremental Fixed Amount. Unless the Borrower elects otherwise, each incurrence of Incremental Facility (or Incremental Equivalent Term Debt) will be deemed incurred first under the as Incremental Ratio Amount to the extent permitted, with the any balance incurred under the Incremental Fixed Amount. If The Borrower may classify, and may later reclassify, indebtedness incurred under an Incremental Facility (or any Incremental Equivalent Term Debt) as incurred as, and in reliance on, the First Lien Net Leverage Incremental Fixed Amount, Incremental Ratio test for Amount, or both, on the date of incurrence and thereafter, to the extent permitted on the date of classification (or the date of any Incremental Facility would be satisfied on a Pro Forma Basis as of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automaticallysuch reclassification). Each Incremental Facility will be in an integral multiple of $500,000 1,000,000 and in an aggregate principal amount that is not less than $2,500,000 10,000,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than such minimum amount or integral multiple amount without the Administrative Agent’s consent if such amount represents all the remaining availability under the limit set forth aboveIncremental Amount at such time.

Size. The On the date of each incurrence of Incremental Facilities, (A) the aggregate principal amount of such Incremental Facilities on any date Indebtedness thereunder is first incurred (or relevant portion thereof, if such Incremental Facilities includes a portion that will be incurred under clause (B)) (together with any Incremental Equivalent Debt incurred on such date in reliance on subclause (A) of clause (a) of the first proviso appearing in the case definition of “Incremental Revolving FacilitiesEquivalent Debt”) shall not exceed an amount equal to the Incremental Ratio Amount or (B) the aggregate principal amount of such Incremental Facilities (or relevant portion thereof, first committedif such Incremental Facilities includes a portion that will be incurred under clause (A)), together with the aggregate principal amount of all other Incremental Facilities incurred in reliance on this clause (B) (but without regard to the immediately succeeding proviso) and all Incremental Equivalent Debt incurred as in reliance on subclause (B) of such dateclause (a) of the definition of “Incremental Equivalent Debt”, will shall not exceed an amount equal to the sum Incremental Fixed Amount (it being understood that Incremental Facilities may be incurred under either clause (A) or (B) as selected by the Borrower in its sole discretion, including by designating any portion of the Incremental Fixed Amount and Facilities in excess of an amount permitted to be incurred under clause (A) at the time of such incurrence as incurred under clause (B)); provided, however, that in addition to the foregoing, Incremental Ratio Amount (Revolving Facilities may be established, so long as on the “date of the establishment thereof, the aggregate principal amount of such Incremental Revolving Facilities, together with the aggregate principal amount of all other Incremental Revolving Facilities incurred in reliance on this proviso, shall not exceed an amount equal to the Additional Incremental RCF Basket Amount”). Calculation of the Incremental Ratio Amount, if used, will be made on a Pro Forma BasisBasis and, for purposes of the calculation thereof, all Incremental Revolving Facilities incurred at the time of such calculation (other than any Incremental Revolving Facilities incurred in reliance on the Additional Incremental RCF Basket Amount) shall be deemed fully utilized. Each Incremental Amendment executed in connection with an Incremental Facility will identify whether all or any portion of such Incremental Facility is being incurred pursuant to the Incremental Fixed Amount, the Incremental Ratio Amount or the Additional Incremental Ratio RCF Basket Amount. For the avoidance of doubt, if the Borrower shall incur incurs indebtedness under an Incremental Facility under the Incremental Fixed Amount substantially concurrently with on the incurrence of same date that it incurs indebtedness under the Incremental Ratio Amount, then the First Lien Net Leverage Ratio or Total Net Leverage Ratio, as applicable, will be calculated with respect to such incurrence under the Incremental Ratio Amount without regard to any incurrence of indebtedness under the Incremental Fixed Amount. Unless the Borrower elects otherwise, each Incremental Facility will be deemed incurred first under the Incremental Ratio Amount to the extent permitted, with the balance incurred under the Incremental Fixed Amount. If The Borrower may redesignate any indebtedness originally designated as incurred under the First Lien Net Leverage Incremental Fixed Amount as having been incurred under the Incremental Ratio test for Amount, so long as at the incurrence time of any Incremental Facility such redesignation, the Borrower would be satisfied on a Pro Forma Basis permitted to incur under the Incremental Ratio Amount the aggregate principal amount of indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under the Incremental Fixed Amount as of the end date of any Fiscal Quarter, such redesignation by the classification described in the preceding sentence shall be deemed to have occurred automaticallyamount of indebtedness so redesignated). Each Incremental Facility will be in an integral multiple of $500,000 1,000,000 and in an aggregate principal amount that is not less than $2,500,000 5,000,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth above.

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred (or in the case of Incremental Revolving Facilities, first committed), together with the aggregate principal amount of Incremental Equivalent Debt incurred as of such date, will not exceed an amount equal to the sum of the Incremental Fixed Amount and the Incremental Ratio Amount (the “Incremental Amount”); provided, that the aggregate amount of Incremental Revolving Facilities shall not exceed $10,000,000 and after giving effect to any proposed Incremental Revolving Facilities, the aggregate Revolving Credit Commitments shall not exceed $70,000,000. Calculation of the Incremental Ratio Amount, if used, will be made on a Pro Forma Basis. Each Basis and for purposes of the calculation thereof all Incremental Amendment executed in connection with an Incremental Facility will identify whether all or any portion of such Incremental Facility is being incurred pursuant to the Incremental Fixed Amount or the Incremental Ratio AmountRevolving Facilities shall be deemed fully utilized. For the avoidance of doubt, if the Borrower shall incur incurs indebtedness under an Incremental Facility under the Incremental Fixed Amount substantially concurrently with on the incurrence of same date that it incurs indebtedness under the Incremental Ratio Amount, then the First Lien Net Leverage Ratio, Secured Net Leverage Ratio or Total Net Leverage Ratio, as applicable, will be calculated with respect to such incurrence under the Incremental Ratio Amount without regard to any incurrence of indebtedness under the Incremental Fixed Amount. Unless the Borrower elects otherwise, each Incremental Facility will be deemed incurred first under the Incremental Ratio Amount to the extent permitted, with the balance incurred under the Incremental Fixed Amount. If , provided that in the First Lien Net Leverage Ratio test for the incurrence of event any Incremental Facility would (or any portion thereof) could be satisfied on a Pro Forma Basis as of incurred under either the end of any Fiscal QuarterIncremental Fixed Amount or the Incremental Ratio Amount, the classification described Borrower may, in its sole discretion, at the preceding sentence shall be deemed to have occurred automaticallytime of incurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such Incremental Facility (or portion thereof) in any manner that complies with this covenant. Each Incremental Facility will be in an integral multiple of $500,000 and in an aggregate principal amount that is not less than $2,500,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth above.

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred (or in the case of Incremental Revolving Facilities, first committedcommitments with respect thereto are provided), together with the aggregate principal amount of Incremental Equivalent Debt incurred as of outstanding at such datetime, will not exceed an amount equal to (a) the Fixed Incremental Amount plus (b) the Ratio Amount (the sum of the Fixed Incremental Fixed Amount and the Incremental Ratio Amount (Amount, the “Incremental Amount”). Calculation of the Incremental Ratio Amount, if used, will shall be made on a Pro Forma BasisBasis and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such calculation in reasonable detail. Each Incremental Amendment executed in connection with an Incremental Facility will shall identify whether all or any portion of such Incremental Facility is being incurred pursuant to clause (a) or (b) above; provided, that unless the Borrower elects otherwise, each Incremental Facility will be deemed to be incurred (i) first against the Ratio Amount to the extent permitted and (ii) thereafter against the Fixed Amount or the Incremental Ratio Amount. For the avoidance of doubt, if the Borrower shall incur incurs indebtedness under an Incremental Facility under the Fixed Incremental Fixed Amount substantially concurrently with on the incurrence of same date that it incurs indebtedness under the Incremental Ratio Amount, then (if applicable) the First Lien Senior Secured Net Leverage Ratio will be calculated with respect to such incurrence under the Incremental Ratio Amount without regard to any incurrence of indebtedness under the Fixed Incremental Fixed Amount. Unless the Borrower elects otherwise, each Incremental Facility will be deemed incurred first under the Incremental Ratio Amount to the extent permitted, with the balance incurred under the Incremental Fixed Amount. If the First Lien Net Leverage Ratio test for the incurrence of any Incremental Facility would be satisfied on a Pro Forma Basis as of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automatically. Each Incremental Facility will be in an integral multiple of $500,000 1,000,000 and in an aggregate principal amount that is not less than $2,500,000 20,000,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided provided, that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth above. Notwithstanding the foregoing, the Borrower may re-designate any Indebtedness originally designated as incurred under the Fixed Incremental Amount as having been incurred under the Ratio Amount, so long as at the time of such re-designation, the Borrower would be permitted to incur under the Ratio Amount the aggregate principal amount of Indebtedness being so re-designated (for the avoidance of doubt, with any such re-designation having the effect of increasing the Borrower’s ability to incur Indebtedness under the Fixed Incremental Amount on and after the date of such re-designation by the amount of Indebtedness so re-designated).

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred (or in the case of Incremental Revolving Facilitiesi) Notwithstanding anything to contrary herein, first committed), together with the aggregate principal amount of all Incremental Equivalent Debt Facilities incurred as of such dateon any date (other than Refinancing Term Loans and Refinancing Revolving Credit Commitments), will shall not exceed an amount equal to the sum of (i) the Incremental Fixed Amount and plus (ii) the Incremental Ratio Amount (in each case on such date prior to the “Incremental Amount”). Calculation of the Incremental Ratio Amount, if used, will be made on a Pro Forma Basis. Each Incremental Amendment executed in connection with an Incremental Facility will identify whether all or any portion incurrence of such Incremental Facility is being incurred pursuant to the Incremental Fixed Amount or the Incremental Ratio Amount. For the avoidance of doubt, if the Borrower shall incur indebtedness under an Incremental Facility under the Incremental Fixed Amount substantially concurrently with the incurrence of indebtedness under the Incremental Ratio Amount, then the First Lien Net Leverage Ratio will be calculated with respect to such incurrence under the Incremental Ratio Amount without regard to any incurrence of indebtedness under the Incremental Fixed AmountFacilities. Unless the Lead Borrower elects otherwise, each Incremental Facility will be deemed incurred first under clause (b) of the Incremental Fixed Amount, to the extent permitted and thereafter under the Ratio Amount to the extent permitted, with the balance incurred under clause (a) of the Incremental definition of “Fixed Amount. If ”; provided that the First Lien Net Leverage Lead Borrower may not elect to incur an Incremental Facility under the Ratio test Amount prior to incurrence of available Incremental Facility capacity under clause (b) of the Fixed Amount. (ii) The Ratio Amount will be calculated: (A) without giving effect to any Incremental Facilities incurred under clause (a) of the Fixed Amount that are incurred substantially simultaneously therewith (but including, for the incurrence avoidance any Incremental Facilities incurred under clause (b) of the Fixed Amount that are incurred substantially simultaneously therewith); and (B) to give Pro Forma Effect to any Permitted Acquisition consummated in connection therewith and all other Specified Transactions (but excluding for the purposes of cash netting the cash proceeds of any such Incremental Facility would be satisfied on a Pro Forma Basis as of Term Loans or Incremental Revolving Credit Commitments) assuming for such purposes that the end entire amount of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automatically. such Incremental Revolving Credit Commitments then incurred were fully funded. (iii) Each Incremental Facility will shall be in an integral multiple of $500,000 1,000,000 and be in an aggregate principal amount that is not less than $2,500,000 (5,000,000 in case of Incremental Term Loans or $5,000,000 in case of Incremental Revolving Credit Commitments or such lesser minimum other amount approved as reasonably agreed by the Administrative Agent in its reasonable discretion)Agent; provided that provided, such amount may be less than such the applicable minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit hereunder as set forth above.

Size. The On the date of each incurrence of Incremental Term Facilities, (A) the aggregate principal amount of such Incremental Term Facilities on any date Indebtedness thereunder is first incurred (or in the case of Incremental Revolving Facilities, first committed), together with the aggregate principal amount of any Incremental Equivalent Debt incurred as on such date in reliance on subclause (A) of such date, will clause (a) of the first proviso appearing in the definition of “Incremental Equivalent Debt”) shall not exceed an amount equal to the sum Incremental Ratio Amount or (B) the aggregate principal amount of such Incremental Term Facilities, together with the aggregate outstanding principal amount of all other Incremental Term Facilities incurred in reliance on this clause (B) and the aggregate outstanding principal amount of all Incremental Equivalent Debt incurred in reliance on subclause (B) of clause (a) of the definition of “Incremental Equivalent Debt”, shall not exceed an amount equal to the Incremental Fixed Amount and (it being understood that Incremental Term Facilities may be incurred under either clause (A) or (B) as selected by the Borrower in its sole discretion, including by designating any portion of the Incremental Ratio Amount Term Facilities in excess of an amount permitted to be incurred under clause (A) at the “Incremental Amount”time of such incurrence as incurred under clause (B)). Calculation of the Incremental Ratio Amount, if used, will be made on a Pro Forma Basis. Each Incremental Amendment executed in connection with an Incremental Term Facility will identify whether all or any portion of such Incremental Term Facility is being incurred pursuant to the Incremental Fixed Amount or the Incremental Ratio Amount. For the avoidance of doubt, if the Borrower shall incur indebtedness under an incurs Incremental Facility Term Facilities under the Incremental Fixed Amount substantially concurrently with on the incurrence of indebtedness same date that it incurs Indebtedness under the Incremental Ratio Amount, then the First Lien Net Leverage Ratio or Total Net Leverage Ratio, as applicable, will be calculated with respect to such incurrence under the Incremental Ratio Amount without regard to any incurrence of indebtedness under the Incremental Fixed Amount. Unless the Borrower elects otherwise, each Incremental Term Facility will be deemed incurred first under the Incremental Ratio Amount to the extent permitted, with the balance incurred under the Incremental Fixed Amount. If the First Lien Net Leverage Ratio test for the incurrence of any Incremental Facility would be satisfied on a Pro Forma Basis as of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automatically. Each Incremental Term Facility will be in an integral multiple of $500,000 1,000,000 and in an aggregate principal amount that is not less than $2,500,000 5,000,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth above.

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred (or in the case of Incremental Revolving Facilities, first committedcommitments with respect thereto are provided), together with the aggregate principal amount of Incremental Equivalent Debt incurred as of outstanding at such datetime, will not exceed an amount equal to (a) the Fixed Incremental Amount plus (b) the Ratio Amount (the sum of the Fixed Incremental Fixed Amount and the Incremental Ratio Amount (Amount, the “Incremental Amount”). Calculation of the Incremental Ratio Amount, if used, will shall be made on a Pro Forma BasisBasis and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such calculation in reasonable detail. Each Incremental Amendment executed in connection with an Incremental Facility will shall identify whether all or any portion of such Incremental Facility is being incurred pursuant to clause (a) or (b) above; provided, that unless the Borrower elects otherwise, each Incremental Facility will be deemed to be incurred (i) first against the Ratio Amount to the extent permitted and (ii) thereafter against the Fixed Amount or the Incremental Ratio Amount. For the avoidance of doubt, if the Borrower shall incur incurs indebtedness under an Incremental Facility under the Fixed Incremental Fixed Amount substantially concurrently with on the incurrence of same date that it incurs indebtedness under the Incremental Ratio Amount, then (if applicable) the First Lien Senior Secured Net Leverage Ratio will be calculated with respect to such incurrence under the Incremental Ratio Amount without regard to any incurrence of indebtedness under the Fixed Incremental Fixed Amount. Unless the Borrower elects otherwise, each Incremental Facility will be deemed incurred first under the Incremental Ratio Amount to the extent permitted, with the balance incurred under the Incremental Fixed Amount. If the First Lien Net Leverage Ratio test for the incurrence of any Incremental Facility would be satisfied on a Pro Forma Basis as of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automatically. Each Incremental Facility will be in an integral multiple of $500,000 1,000,000 and in an aggregate principal amount that is not less than $2,500,000 20,000,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided provided, that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth above.

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred (or in the case of Incremental Revolving Facilities, first committed), together with the aggregate principal amount of Incremental Equivalent Debt incurred as of such date, will not exceed an amount equal to the sum of the Incremental Fixed Amount and the Incremental Ratio Amount (the “Incremental Amount”). Calculation of the Incremental Ratio Amount, if used, will be made on a Pro Forma Basis. Each Incremental Amendment executed in connection with an Incremental Facility will identify whether all or any portion of such Incremental Facility is being incurred pursuant to the Incremental Fixed Amount or the Incremental Ratio Amount. For the avoidance of doubt, if the Borrower shall incur indebtedness under an Incremental Facility under the Incremental Fixed Amount substantially concurrently with the incurrence of indebtedness under the Incremental Ratio Amount, then the First Lien Net Leverage Ratio will be calculated with respect to such incurrence under the Incremental Ratio Amount without regard to any incurrence of indebtedness under the Incremental Fixed Amount. Unless the Borrower elects otherwise, each Incremental Facility will be deemed incurred first under the Incremental Ratio Amount to the extent permitted, with the balance incurred under the Incremental Fixed Amount. If the First Lien Net Leverage Ratio test for the incurrence of any Incremental Facility would be satisfied on a Pro Forma Basis as of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automatically. Each Incremental Facility will be in an integral multiple of $500,000 and in an aggregate principal amount that is not less than $2,500,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth above.. 148797484_8155722702_14

Size. The aggregate principal amount of Incremental Second Lien Term Facilities on any date Indebtedness thereunder is first incurred (or in the case of Incremental Revolving Facilities, first committed)incurred, together with the aggregate principal amount of Incremental Equivalent Debt incurred as of outstanding at such datetime, will not exceed exceed, an amount equal to (i) the Fixed Incremental Amount plus (ii) the Ratio Amount (the sum of the Fixed Incremental Fixed Amount and the Incremental Ratio Amount (Amount, the “Incremental Amount”). Calculation of the Incremental Ratio Amount, if used, will shall be made on a Pro Forma BasisBasis and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such calculation in reasonable detail. Each Incremental Amendment executed in connection with an Incremental Second Lien Term Facility will shall identify whether all or any portion of such Incremental Second Lien Term Facility is being incurred pursuant to the Incremental Fixed Amount clauses (i) or the Incremental Ratio Amount(ii) above. For the avoidance of doubt, if the Borrower shall incur incurs indebtedness under an Incremental Second Lien Term Facility under the Fixed Incremental Fixed Amount substantially concurrently with on the incurrence of same date that it incurs indebtedness under the Incremental Ratio Amount, then the First Lien Senior Secured Net Leverage Ratio will be calculated with respect to such incurrence under the Incremental Ratio Amount without regard to any incurrence of indebtedness under the Fixed Incremental Fixed Amount. Unless the Borrower elects otherwise, each Incremental Second Lien Term Facility will shall be deemed incurred first under the Incremental Ratio Amount to the extent permitted, with the balance incurred under the Fixed Incremental Fixed Amount. If the First Lien Net Leverage Ratio test for the incurrence of any Incremental Facility would be satisfied on a Pro Forma Basis as of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automatically. Each Incremental Second Lien Term Facility will be in an integral multiple of $500,000 1,000,000 and in an aggregate principal amount that is not less than $2,500,000 14,000,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth above.

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred pursuant to this Section 2.22 and Incremental Equivalent Term Debt incurred pursuant to Section 7.01(a) (other than amounts incurred (including through reclassification) pursuant to the Available Incremental Facility Amount) will not exceed at the time of such incurrence, in the aggregate, an amount (of which not more than $400,000,000 can be for Incremental Revolving Commitments) equal to the sum of (i) (A) the greater of (1) $881,000,000 and (2) 100% of Consolidated Adjusted EBITDA for the most recently ended Test Period on the date of such incurrence, calculated on a Pro Forma Basis, plus (ii) the amount of all voluntary prepayments of any Class of Term Loans, Incremental Equivalent Term Debt, Other First Lien Indebtedness (including, in each case, purchases, redemptions and other retirements of loans by the Loan Parties in the amount of cash spent on such Indebtedness subject to such purchases, redemptions and other retirements of loans) and voluntary permanent commitment reductions of the Revolving Commitments, any Incremental Revolving Commitments and Refinancing Revolving Commitments, in each case, so long as such prepayment or commitment reduction is effected on or prior to the date of any such incurrence (including all loan buy-backs (whether or not offered to all Lenders) and yank-a-bank payments, with credit given to the cash amount spent) and such prepayment, repurchase or reduction is not funded with the proceeds of long-term indebtedness (other than revolving indebtedness) (collectively, the “Fixed Incremental Amount”); provided that the Company and (in the case of Incremental Revolving Facilities, first committed), together with Commitments) the aggregate principal amount of Additional Borrowers may incur additional Incremental Facilities and Incremental Equivalent Term Debt incurred as of such date, will not exceed an amount equal without regard to the sum of Fixed Incremental Amount so long as: (i) with respect to any such Incremental Facility or Incremental Equivalent Term Debt which is Pari Passu Secured Debt, the Incremental Fixed Amount and the Incremental First Lien Net Leverage Ratio Amount (the “Incremental Amount”). Calculation of the Incremental Ratio Amount, if used, will be made determined on a Pro Forma Basis. Each Incremental Amendment executed in connection ) is equal to or less than 2.75:1.00 as of the most recent Test Period; (ii) with an Incremental Facility will identify whether all or respect to any portion of such Incremental Facility or Incremental Equivalent Term Debt which is being Junior Secured Debt or Guaranteed Debt, the Guaranteed Net Leverage Ratio (determined on a Pro Forma Basis) is equal to or less than 4.50:1.00as of the most recent Test Period; and (iii) with respect to any such Incremental Facility or Incremental Equivalent Term Debt which is Unsecured Debt, the Fixed Charge Coverage Ratio (determined on a Pro Forma Basis) is equal to or greater than 2.00:1.00 as of the most recent Test Period (the Indebtedness permitted to be incurred pursuant to clauses (i) through (iii) of this proviso, the “Ratio Incremental Amount”, and together with the Fixed Amount or Incremental Amount, the Incremental Ratio Amount. For the avoidance of doubt, if the Borrower shall incur indebtedness under an “Available Incremental Facility under Amount”), provided that, in the case of Incremental Fixed Amount substantially concurrently with Facilities that are Incremental Revolving Commitments, the incurrence of foregoing ratio calculations shall be tested as if such Incremental Revolving Commitments are fully drawn. If any Borrower incurs indebtedness under the Fixed Incremental Amount (and any fixed debt basket) on the same date that it incurs indebtedness under the Ratio AmountIncremental Amount (or any other ratio debt incurrence basket), then the First Lien Net Leverage Ratio, the Guaranteed Net Leverage Ratio or the Fixed Charge Coverage Ratio (or any other applicable ratio), as applicable, with respect to the amounts incurred under the Ratio Incremental Amount will be calculated with respect to such without including any incurrence under the Fixed Incremental Ratio Amount without regard to (and any incurrence of indebtedness under the Incremental Fixed Amountfixed debt basket). Unless the Borrower Company elects otherwise, each Incremental Facility will shall be deemed incurred first under the Ratio Incremental Ratio Amount to the extent permitted, with the balance incurred under the Fixed Incremental Fixed Amount. If the First Lien Net Leverage Ratio test for the incurrence of any Incremental Facility would be satisfied on a Pro Forma Basis as of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automatically. Each Incremental Facility will be in an integral multiple of $500,000 and in an aggregate principal amount that is not less than $2,500,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth above.

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred (or in the case of Incremental Revolving Facilities, first committedcommitments with respect thereto are provided), together with the aggregate principal amount of Incremental Equivalent Debt incurred as of outstanding at such datetime, will not exceed an amount equal to (a) the Fixed Incremental Amount plus (b) the Ratio Amount (the sum of the Fixed Incremental Fixed Amount and the Incremental Ratio Amount (Amount, the “Incremental Amount”). Calculation of the Incremental Ratio Amount, if used, will shall be made on a Pro Forma BasisBasis and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such calculation in reasonable detail. Each Incremental Amendment executed in connection with an Incremental Facility will shall identify whether all or any portion of such Incremental Facility is being incurred pursuant to clause (a) or (b) above; provided, that unless the Borrower elects otherwise, each Incremental Facility will be deemed to be incurred (i) first against the Ratio Amount to the extent permitted and (ii) thereafter against the Fixed Amount or the Incremental Ratio Amount. For the avoidance of doubt, if the Borrower shall incur incurs indebtedness under an Incremental Facility under the Fixed Incremental Fixed Amount substantially concurrently with on the incurrence of same date that it incurs indebtedness under the Incremental Ratio Amount, then (if applicable) the First Lien Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio will be calculated with respect to such incurrence under the Incremental Ratio Amount without regard to any incurrence of indebtedness under the Fixed Incremental Fixed Amount. Unless the Borrower elects otherwise, each Incremental Facility will be deemed incurred first under the Incremental Ratio Amount to the extent permitted, with the balance incurred under the Incremental Fixed Amount. If the First Lien Net Leverage Ratio test for the incurrence of any Incremental Facility would be satisfied on a Pro Forma Basis as of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automatically. Each Incremental Facility will be in an integral multiple of $500,000 1,000,000 and in an aggregate principal amount that is not less than $2,500,000 20,000,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided provided, that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth above.

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred (or in the case of Incremental Revolving Facilities, first committed)incurred, together with the aggregate principal amount of Incremental Equivalent Debt incurred as of outstanding at such datetime, will not exceed exceed, an amount equal to (i) the Fixed Incremental Amount plus (ii) the Ratio Amount (the sum of the Fixed Incremental Fixed Amount and the Incremental Ratio Amount (Amount, the “Incremental Amount”). Calculation of the Incremental Ratio Amount, if used, will shall be made on a Pro Forma BasisBasis and evidenced by a certificate from a Responsible Officer of the Borrower demonstrating such calculation in reasonable detail. Each Incremental Amendment executed in connection with an Incremental Facility will shall identify whether all or any portion of such Incremental Facility is being incurred pursuant to the Incremental Fixed Amount clauses (i) or the Incremental Ratio Amount(ii) above. For the avoidance of doubt, if the Borrower shall incur incurs indebtedness under an Incremental Facility under the Fixed Incremental Fixed Amount substantially concurrently with on the incurrence of same date that it incurs indebtedness under the Incremental Ratio Amount, then the First Lien Net Leverage Ratio will be calculated with respect to such incurrence under the Incremental Ratio Amount without regard to any incurrence of indebtedness under the Fixed Incremental Fixed Amount. Unless the Borrower elects otherwise, each Incremental Facility will shall be deemed incurred first under the Incremental Ratio Amount to the extent permitted, with the balance incurred under the Fixed Incremental Fixed Amount. If the First Lien Net Leverage Ratio test for the incurrence of any Incremental Facility would be satisfied on a Pro Forma Basis as of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automatically. Each Incremental Facility will be in an integral multiple of $500,000 1,000,000 and in an aggregate principal amount that is not less than $2,500,000 10,000,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth above.

Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred pursuant to this Section 2.22 and Incremental Equivalent Term Debt incurred pursuant to Section 6.01(1) (other than amounts incurred (or in including through reclassification) pursuant to the case of Ratio Based Incremental Revolving Facilities, first committed), together with the aggregate principal amount of Incremental Equivalent Debt incurred as of such date, Facility Amount) will not exceed at the time of such incurrence, in the aggregate, an amount equal to the sum amount of all voluntary prepayments of any Class of Term Loans and any Incremental Equivalent Term Debt, Credit Agreement Refinancing Indebtedness and Permitted Refinancing Indebtedness, in each case, that are secured on a pari passu basis with the Incremental Fixed Amount Initial Term Loans, so long as such prepayment is effected on or prior to the date of any such incurrence (including all loan buy-backs (whether or not offered to all Lenders) and yank-a-bank payments, with credit given to the Incremental Ratio Amount principal amount purchased) and such prepayment, repurchase, redemption, retirement or reduction is not funded with the proceeds of long term indebtedness (other than revolving indebtedness) (collectively, the “Non-Ratio Based Incremental AmountFacility Cap”). Calculation of ; provided that, the Borrower may incur additional Incremental Facilities and Incremental Equivalent Term Debt without regard to the Non-Ratio AmountBased Incremental Facility Cap so long as (a) with respect to any such Incremental Facility or Incremental Equivalent Term Debt that constitutes Consolidated First Lien Debt, if used, will be made the First Lien Leverage Ratio (determined on a Pro Forma Basis. Each Incremental Amendment executed in connection ) shall not exceed 1.50:1.00, (b) with an Incremental Facility will identify whether all or respect to any portion of such Incremental Facility or Incremental Equivalent Term Debt that constitutes Consolidated Secured Debt, the Secured Leverage Ratio (determined on a Pro Forma Basis) shall not exceed the greater of (x) 3.00:1.00 and (y) in the case of any such Incremental Facility or Incremental Equivalent Term Debt incurred to finance a Permitted Acquisition or other Investment, the Secured Leverage Ratio immediately prior to the incurrence of such Indebtedness, and (c) with respect to any such Incremental Facility or Incremental Equivalent Term Debt which is being unsecured, either (i) the Total Leverage Ratio (determined on a Pro Forma Basis) shall not exceed the greater of (x) 4.25:1.00 and (y) in the case of any such Incremental Facility or Incremental Equivalent Term Debt incurred to finance a Permitted Acquisition or other Permitted Investment, the Total Leverage Ratio immediately prior to the incurrence of such Indebtedness, or (ii) the Cash Interest Coverage Ratio (determined on a Pro Forma Basis) shall be no less than the lesser of (x) 2.00:1.00 and (y) in the case of any such Incremental Facility or Incremental Equivalent Term Debt incurred to finance a Permitted Acquisition or other Permitted Investment, the Cash Interest Coverage Ratio immediately prior to the incurrence of such Indebtedness (the Indebtedness permitted to be incurred pursuant to clause (a), (b) or (c) of this proviso, the “Ratio Based Incremental Fixed Amount or the Incremental Ratio Facility Amount”). For the avoidance of doubt, if If the Borrower shall incur indebtedness under an Incremental Facility under the Incremental Fixed Amount substantially concurrently with the incurrence of incurs indebtedness under the Non-Ratio Based Incremental Facility Cap on the same date that it incurs indebtedness under the Ratio Based Incremental Facility Amount, then the First Lien Net Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio or the Cash Interest Coverage Ratio, as applicable, with respect to the amounts incurred under the Ratio Based Incremental Facility Amount will be calculated with respect to such without including any incurrence under the Non-Ratio Based Incremental Ratio Amount without regard to any incurrence of indebtedness under the Incremental Fixed AmountFacility Cap. Unless the Borrower elects otherwise, each Incremental Facility will shall be deemed incurred first under the Ratio Based Incremental Ratio Facility Amount to the extent permitted, with the balance incurred under the Incremental Fixed Amount. If the First Lien Net Leverage Non-Ratio test for the incurrence of any Based Incremental Facility Cap. The Borrower may redesignate any Indebtedness originally incurred under the Non-Ratio Based Incremental Facility Cap as having been incurred under the Ratio Based Incremental Facility Amount, so long as at the time of such redesignation, the Borrower would be satisfied on permitted to incur under the Ratio Based Incremental Facility Amount the aggregate principal amount of Indebtedness being so redesignated. The Borrower may elect to incur such Incremental Facilities as a Pro Forma Basis separate tranche or as an increase to any existing tranche of the end of any Fiscal Quarter, the classification described in the preceding sentence shall be deemed to have occurred automaticallyLoans. Each tranche of Incremental Facility Loans or increase to the Initial Term Loans will be in an integral multiple of $500,000 1,000,000 and in an aggregate principal amount that is not less than $2,500,000 15,000,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that that, such amount may be less than such the applicable minimum amount or integral multiple amount if such amount represents all the remaining availability under the limit set forth aboveRatio Based Incremental Facility Amount or this clause (3) at such time.