Common use of Effectiveness of Incremental Amendment Clause in Contracts

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 2.2 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 2.2 shall be deemed to refer to the Incremental Amendment Date); provided, that, such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 2.2(c) and, in connection with any Incremental Commitment, the primary purpose of which is to finance a Permitted Acquisition, a waiver in full or in part of the conditions set forth in clauses (a) and (b) (other than with respect to any Event of Default under Section 7.1(a) or (f)) of Section 2.2; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause Section 1.12(d)(iii)) and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (v) belowprovided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 1.12(d)(iii)); (iviii) [reserved]after giving Pro Forma Effect to both (x) the making of Incremental Term Loans or establishment of a Revolving Commitment Increase (assuming a borrowing of the maximum amount of Loans available under such Revolving Commitment Increase) under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, (A) the Asset Coverage Ratio shall be greater than the greater of (x) 1.20:1.00 and (y) the ratio as set forth in Section 6.1 hereof for the most recently ended Test Period, and (B) the aggregate amount of all Incremental Commitments established under this Section 1.12 since the Closing Date shall not exceed $100,000,000, and (C) the aggregate amount of all Revolving Commitment Increases consummated under this Section 1.12 shall not exceed $15,000,000; and (viv) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitmentsextent reasonably requested by the Administrative Agent, receipt by the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum Administrative Agent of (A) an amount equal customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Starter Basket plus Administrative Agent and (B) reaffirmation agreements and/or such amendments to the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous Lenders are provided with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders benefit of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountDocuments.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); (iii) the Parent Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans or Incremental Revolving Credit Commitments, as applicable, available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Parent Borrower for testing compliance therewith, and, in each case, with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Loans; (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $20,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belownext sentence); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and the Incremental Revolving Loan Credit Commitments shall not exceed the sum of (A) an amount equal $300,000,000 in the aggregate pursuant to the Starter Basket plus this clause (A) or (B) the amount of all prior voluntary prepaymentsat its option, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or or Incremental Revolving Loan Commitments Credit Commitment Increases so long as on and the Consolidated First Lien Net Leverage Ratio is no more than 4.00 to 1.00 as of the date last day of the most recently ended period of four fiscal quarters of the Parent Borrower for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect Basis, and, in each case, with respect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established any Incremental Revolving Loan Commitments are fully drawn Credit Commitment, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountCredit Commitments.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments established or incurred thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) or waiver of each of the following conditions:conditions (the effective date of any Incremental Amendment, an “Incremental Facility Effective Date”): (iA) subject to Section 1.081.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition Transaction, no Event of Default shall exist after giving effect to such Incremental Commitments; (iiB) [reserved]the representations and warranties of the Borrower and the other Loan Parties contained in Article IV shall be true and correct in all material respects as of such Incremental Facility Effective Date (or as of a specific earlier date if such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement) (without duplication of any materiality qualifier contained therein); (iiiC) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not such increments may be in an increment of less than $1,000,000) 1,000,000 if such amount represents all remaining availability under the limit set forth in clause (vE) below); (ivD) [reserved]; and (vE) subject to Section 1.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition Transaction, at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the all Incremental Term Loans and Incremental Revolving Loan Commitments established or incurred pursuant to this Section 2.1(d), shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments Cap as in respect of effect on such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountEffective Date.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Default or Event of Default shall exist after giving effect to such Incremental CommitmentsCommitments (other than in connection with a Limited Condition Transaction where the standard shall be no Default under Section 8.01(a) or 8.01(f)); (ii) [reserved]the representations and warranties in Article V of this Agreement shall be true and correct in all material respects (other than in connection with a Limited Condition Transaction); (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below); (iv) [reserved]any Incremental Revolving Credit Lender that is not an existing Lender is subject to the consent of the L/C Issuers; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) (i) an amount equal to the Starter Basket plus (Bii) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements prepayments of Term Loans, Revolving Credit Loans, Incremental Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases Indebtedness incurred pursuant to Section 10.07(l)7.03(v)(i) that is secured by a Lien on the Collateral on a pari passu basis with the Obligations (in each case, which shall be credited with respect to any revolving loans, to the extent accompanied by a permanent reduction in such revolving commitments) (net of Incremental Equivalent Debt incurred in lieu of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirementsStarter Basket), in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans)Indebtedness, plus (CB) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments Facility not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1a) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, either (x) the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 3.75:1.00, or (2y) in the case of such Indebtedness incurred to consummate a Permitted Acquisition or any other Investment permitted under Section 7.02not prohibited hereunder, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) ), does not exceed the greater of (I) 3.75:1.00 and (II) the Consolidated First Lien Net Leverage Ratio immediately prior to giving effect to the consummation of such Permitted Acquisition or other Investment, (y) (1b) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility that is secured by a Lien on the Collateral on a basis junior to the Obligations, either (x) the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 4.00:1.00, or (2y) in the case of such Indebtedness incurred to consummate a Permitted Acquisition or any other Investment permitted under Section 7.02not prohibited hereunder, either the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) ), does not exceed the greater of (I) 4.00:1.00 and (II) the Consolidated Secured Net Leverage Ratio immediately prior to giving effect to the consummation of such Investment Permitted Acquisition or other Investment, or (zc) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility that is unsecured, either (1) (Ix)(I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 4.25:1.00, or (II) in the case of such Indebtedness incurred to consummate a Permitted Acquisition or any other Investment permitted under Section 7.02not prohibited hereunder, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the greater of (X) 4.25:1.00 and (Y) the Consolidated Total Net Leverage Ratio immediately prior to giving effect to the consummation of such Investment, Permitted Acquisition or other Investment or (2) (Iy)(I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no not less than 2.00 to 1.00 2.00:1.00, or (II) in the case of such Indebtedness incurred to consummate a Permitted Acquisition or any other Investment permitted under not prohibited hereunder, either (X) the Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 7.02, 1.09) is not less than 2.00:1.00 or (Y) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio immediately prior to giving effect to the consummation of such Investment (the amounts Permitted Acquisition or other Investment; provided, that Incremental Term Loans and Incremental Revolving Loan Commitments may be incurred under the foregoing both clauses (A) and/or and (B) are herein referred to as above, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the “Free and Clear Incremental Amount” and the amounts incurrence under the foregoing clause (CB) are herein referred to as above and then calculating the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as incurrence under clause (A) above); provided that the Borrower may elect from time to time, redesignate any such Indebtedness originally designated as incurred under pursuant to clause (A) above if, at the Incurrence-Based Incremental Amount if time of such redesignation, the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis permitted to incur under clause (B) above 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 clause (A) above as of the end of any subsequent fiscal quarter after the initial incurrence date of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected redesignation by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination amount of such ratio or other test is being made, shall be disregardedIndebtedness so redesignated).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects (or, to the extent qualified by materiality, in all respects) on the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in material respects as of such earlier date; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) 15,000,000 if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (viv) below);; and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket $150,000,000, plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of (i) if such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the ObligationsTerm Loans, the Borrower’s Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not greater than 3.75:1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 6.01(a) or (b), (ii) if such Indebtedness is secured on a junior basis with the Term Loans, the Borrower’s Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not greater than 6.50:1.00 as of the last day of the most recently ended Test Period and (iii) if such Indebtedness is unsecured, the Borrower’s Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not less than 2.00:1.00 as of the last day of the most recently ended Test Period, plus (C) the amount of (i) all voluntary prepayments of Initial Term Loans and any other pari passu secured Indebtedness permitted under this Agreement (except to the extent funded with the proceeds of any long-term Indebtedness or the Cure Amount) and (ii) all commitment reductions pursuant to Section 2.06, plus (D) if the proceeds of such Incremental Loans are, substantially concurrently with the receipt thereof, to be used by the Borrowers or any Restricted Subsidiary to finance, in whole or in part, a Permitted Acquisition (including, without limitation, for the purpose of (I) providing financing for a previously consummated Permitted Acquisition to the extent not originally consummated with the proceeds of Indebtedness or (II) refinancing Revolving Credit Loans under (and as defined in) the Existing Senior Secured Facility previously applied to consummate such Permitted Acquisition, in each case, within 3 months from the date of the consummation of such Permitted Acquisition), an additional amount so long as (x) such Indebtedness is secured on a pari passu basis with the Term Loans and (y) the Borrower’s Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.08) does is not exceed 5.00:1.00 greater than 4.50:1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 6.01(a) or (2b), (the amount pursuant to immediately preceding clauses (A), (B), (C) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02and (D), the Consolidated First Lien Net Leverage Ratio (“Incremental Amount”). The Incremental Amount shall be determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence of debt on a Pro Forma Basis Basis, and, in accordance with Section 1.09each case, (1) does not exceed [reserved], (2) excluding the Consolidated First Lien Net Leverage Ratio prior cash proceeds of any such Incremental Term Loans for the purposes of netting and (3) shall be reduced by the amount of the then outstanding principal amount of any Incremental Equivalent Debt; provided that to giving the extent the proceeds thereof are used to repay Indebtedness or to consummate an acquisition or investment, pro forma effect shall be given to such Investmentrepayment of Indebtedness and the consummation of such acquisition or investment, as applicable; provided further, that when calculating the Incremental Amount (x) the Borrower may reclassify any Incremental Loans incurred pursuant to preceding clause (A) as being incurred pursuant to preceding clause (B) and (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on incurred concurrently pursuant to both preceding clauses (A) and (B), for the Collateral on a basis junior to the Obligations, purpose of calculating the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) and the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09as applicable) does not exceed 6.90:1.00 or pursuant to clause (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02B), the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior amount of Incremental Loans incurred pursuant to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses clause (A) and/or shall not be included in such calculation; provided further, that if the proceeds of such Incremental Loans are, substantially concurrently with the receipt thereof, to be used by the Borrowers or any Restricted Subsidiary to finance, in whole or in part, a Permitted Acquisition, then (x) the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Incremental Facility Closing Date shall be (A) the Specified Representations and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are herein referred material to the interests of the Lenders, but only to the extent that the Borrowers or any other Subsidiary has the right to terminate the obligations of the Borrowers or such other Subsidiary under such acquisition agreement or not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement, and (y) in lieu of the “Free and Clear Incremental Amount” and the amounts under the foregoing requirements of clause (C) are herein referred to as ii), at the “Incurrence Based Incremental Amount.” The Borrower may elect to use time of and immediately after such effectiveness, no payment or bankruptcy default or event of default shall have occurred or be continuing or would result from the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedLoan.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject any such Incremental Term Facility may provide for the ability to Section 1.08, participate (i) on a pro rata basis or non-pro rata basis in any voluntary prepayments of the Term Loans and (ii) on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis other than in the case of prepayment with Refinancing Debt) in any mandatory prepayments of the Term Loans; (ii) no Event of Default shall exist exists immediately prior to or after giving effect to such loans or notes; provided that if the proceeds of such Incremental Commitments; Facility are intended to be applied to finance a Limited Condition Transaction, (i) at the option of the Borrower, the date of determination for compliance with this clause shall be an LCT Test Date and (ii) [reserved]no Specified Default shall exist immediately prior to or after giving effect to such Indebtedness; (iii) each Incremental Term Commitment no Lender shall be required to participate in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each any Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below)Facility without its consent; (iv) [reserved]; and any such Incremental Revolving Facility shall either (vi) in the case of the initial Incremental Revolving Facility, be on terms and conditions reasonably satisfactory to the Administrative Agent, (ii) be subject to the same terms and conditions as any existing Incremental Revolving Facility (and be deemed added to, and made a part of, such existing Incremental Revolving Facility) (it being understood that, if required to consummate an Incremental Revolving Facility, the Borrower may increase the pricing, interest rate margins, rate floors and undrawn fees on the applicable Incremental Revolving Facility being increased for all lenders under such Incremental Revolving Facility, but additional upfront or similar fees may be payable to the lenders participating in such Incremental Revolving Facility without any requirement to pay such amounts to any existing revolving lenders) or (iii) mature no earlier than, and require no scheduled mandatory commitment reduction prior to, the maturity of the initial Incremental Revolving Facility and all other material terms (other than pricing, maturity, upfront, arrangement, structuring, underwriting, ticking, consent, amendment and other fees, participation in mandatory prepayments or commitment reductions and immaterial terms, which shall be determined by the Borrower) shall (x) be substantially identical to the initial Incremental Revolving Facility, (y) reflect market terms and conditions (as determined by the Borrower in good faith) at the time of and after giving effect incurrence or issuance (or the obtaining of a commitment with respect thereto), or (z) be reasonably satisfactory to the effectiveness Administrative Agent (it being understood that if any financial maintenance covenant or other more favorable provision is added for the benefit of any proposed Incremental Term Loans or Incremental Revolving Loan CommitmentsFacility, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which no consent shall be credited required from the Administrative Agent or any Lender to the extent of the actual purchase price paid in cash in connection with that such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness financial maintenance covenant or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) provision is (1) also added for the benefit of the existing Incremental Revolving Facility or (2) only applicable after the maturity of the initial Incremental Revolving Facility); (v) the currency, pricing, interest rate margins, discounts, premiums, rate floors and fees applicable to any Incremental Term Facility shall be determined by the Borrower and the lenders thereunder; provided that solely in the case of any Incremental Term Loans Facility incurred on or Incremental Revolving Loan Commitments prior to the date that is ninety (90) days following the Closing Date in reliance on the Additional Incremental Basket, if the All-In Yield applicable to any such Incremental Term Facility determined as of the initial funding date for such Incremental Term Facility is higher than the corresponding All-In Yield applicable to the Initial Term Loans, then the interest rate margin for the Initial Term Loans shall be increased by an amount equal to the difference between the All-In Yield with respect to such Incremental Term Facility incurred in reliance on the Additional Incremental Basket and the corresponding All-in Yield on the Initial Term Loans; provided further that in the case of any other Incremental Term Facility that is pari passu in right of payment with the Initial Term Loans and secured by all or a Lien on portion of the Collateral on a pari passu basis with the ObligationsInitial Term Loans, if the All-In Yield applicable to any such Incremental Term Facility determined as of the initial funding date for such Incremental Term Facility is more than 0.50% (the “MFN Differential”) higher than the corresponding All-In Yield applicable to the Initial Term Loans, then the interest rate margin for the Initial Term Loans shall be increased by an amount equal to the difference between the All-In Yield with respect to such Incremental Term Facility and the corresponding All-in Yield on the Initial Term Loans, minus the MFN Differential; provided that, if the Incremental Term Facility includes an interest rate floor greater than the applicable interest rate floor under the Initial Term Loans and such floor is greater than the Eurocurrency Rate for a 3-month Interest Period at such time, such excess amount (above the greater of such floor and such Eurocurrency Rate) shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the interest rate margin under the Initial Term Loans shall be required, but only to the extent an increase in the interest rate floor in the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Consolidated First Lien Net Leverage Ratio interest rate floor (determined on a Pro Forma Basis but not, unless the Borrower otherwise elects in accordance with Section 1.09its sole discretion, the interest rate margin) does not exceed 5.00:1.00 or (2) in applicable to the case Initial Term Loans shall be increased to the extent of such Indebtedness incurred to consummate any Investment permitted under Section 7.02excess (this clause (v), the Consolidated First Lien Net Leverage Ratio “MFN Provision”); (determined on a Pro Forma Basis a) the Incremental Loans shall rank pari passu or junior in accordance right of payment and/or security with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior Term Loans or may be unsecured (and to giving effect the extent secured and/or subordinated in right of payment or security, shall be subject to such Investmentintercreditor arrangements reasonably satisfactory to the Administrative Agent), (yb) such Incremental Loans shall satisfy the Permitted Other Debt Conditions, (1c) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior are pari passu in right of payment and pari passu with respect to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis security shall share ratably in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case any prepayments of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental all then existing Term Loans or Incremental Revolving Loan Commitments that is unsecured(and all other then-existing additional Term Loans requiring ratable prepayment), (1) (I) unless the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” Borrower and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred lenders in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence respect of such Incremental Term Loans or Incremental Revolving Loan Commitmentselect lesser payments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (ad) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness contain mandatory prepayment terms (other than premium amounts) no more favorable to the Lenders thereunder than the existing Term Loans; and (vii) except as otherwise set forth above in determining whether this Section 2.14, all other terms of any such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that Facility, if not consistent with the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect terms of the Revolving Credit Facility (and/or any existing Term Loans, will be as agreed between the Borrower and the lenders providing such Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedTerm Facility.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject (x) if the proceeds of such Indebtedness are being used to finance a Permitted Acquisition or Investment permitted hereunder, no Event of Default under Section 1.088.01(a) or (f) shall have occurred and be continuing or would exist after giving effect to such Indebtedness, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental CommitmentsIndebtedness; (ii) [reservedReserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (viv) below);; and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and the Incremental Revolving Loan Commitments Equivalent Debt shall not exceed the sum of (A) an amount equal to $80,000,000, minus, the Starter Basket plus (B) the aggregate principal amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of any First Lien Incremental Term Loans and any First Lien Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments Debt incurred or issued in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (xreliance on Section 2.14(d)(iv)(A) “Dutch Auctions” open to all Lenders of the applicable Class on First Lien Credit Agreement (or any equivalent provision of a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash First Lien Credit Agreement designated as such in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement a Permitted Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loansthereof), plus (CB) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments Equivalent Debt, so long as on and as as, in the case of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereofthis clause (B) only, (x) [reserved], (1y) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that if such Indebtedness is to be secured by a Lien on the Collateral on a pari passu or junior basis as to security with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Total Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in 1.09 and without netting the case cash proceeds of any such Indebtedness being so incurred for the purposes of such Indebtedness incurred calculation) is no more than 4.50 to consummate 1.00 as of the last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined such incurrence or issuance on a Pro Forma Basis and, in accordance each case, treating all refinancing Indebtedness in respect of such Indebtedness that is unsecured as at all times being secured on a junior lien basis to the Facility (unless the Borrower complies with Section 1.09) does not exceed the Consolidated Secured Total Net Leverage Ratio prior to giving effect to described in succeeding clause (z) at the time of the incurrence of such Investment refinancing Indebtedness) and (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments Equivalent Debt that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the purposes of such calculation) does not exceed is no more than 5.50 to 1.00 as of the Consolidated Total Net Leverage Ratio prior to last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such Investment, incurrence or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time issuance on a Pro Forma Basis, and if any applicable ratio for plus (C) an amount equal to the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as sum of the end all voluntary prepayments or repurchases of any subsequent fiscal quarter after the initial incurrence of such Term Loans made pursuant to Section 2.05(a) or Section 10.07(l)(x) (other than Incremental Term Loans or Incremental Revolving Loan Commitmentsincurred in reliance on preceding clause (B)) except to the extent, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amounteach case, financed with long term Indebtedness (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the than Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedLoans).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided, that, such Incremental Amendment may include, in connection with any Incremental Term Commitments the primary purpose of which is to finance a Permitted Acquisition that is a Limited Condition Transaction, (x) a limitation of the condition set forth in Section 4.02(i) to customary “specified representations” and (y) a limitation of the condition set forth in Section 4.02(ii) to any Event of Default under Section 8.01(a) or (f); (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.14(d)(iii)) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) 10,000,000 if such amount represents all remaining availability under the limit set forth in clause Section 2.14(d)(iii)) or, in each case, such lesser amount as approved by the Administrative Agent; (viii) below)the aggregate principal amount of Incremental Term Loans made and Incremental Revolving Credit Commitments established under this Section 2.14 shall not exceed the greater of (i) $100,000,000 and (ii) 100% of Consolidated EBITDA; (iv) [reserved]to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Lenders are provided with the benefit of the applicable Loan Documents; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof(and, (x) (1) in the case of any Incremental Term Loans or an Incremental Revolving Loan Credit Commitment, assuming a full draw on such Incremental Revolving Credit Commitments, but excluding the proceeds of such Incremental Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) from netting in the case calculation of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Rent Adjusted Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02Ratio), the Consolidated Total Net Rent Adjusted Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does shall not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to 5.25:1.00; provided, that if such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on Incremental Commitments are being incurred in connection with a Pro Forma Basis in accordance with Section 1.09) Limited Condition Transaction and an LCT Election is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02made, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) date of determination of whether this condition is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount satisfied shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedLCT Test Date.

Effectiveness of Incremental Amendment. The Incremental Arranger shall promptly notify the applicable Lenders of the final allocation of such Incremental Term Commitments and the Incremental Amendment Date. The effectiveness of any Incremental Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such has occurred and is continuing on the Incremental CommitmentsAmendment Date; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 1,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) 1,000,000 if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.16(d)(iii)); (iviii) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments outstanding is not to exceed an unlimited amount so long as on and as as, after giving pro forma effect to the making of the date of the incurrence of such Incremental Term Loans or under such Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect Amendment, (1) with respect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations(including, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such without limitation, Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a junior Lien basis junior to the Obligations), the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 is less than or equal to 3.75:1.00 and (2) in the case of such Indebtedness incurred with respect to consummate any Investment permitted under Section 7.02Incremental Term Loans that are unsecured, the Consolidated Secured Net Leverage Ratio is less than or equal to 3.75:1.00; and (determined on a Pro Forma Basis in accordance with Section 1.09iv) does not exceed to the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in extent reasonably requested by the case of any Incremental Arranger, the Administrative Agent or Persons providing the applicable Incremental Term Loans or Loans, receipt by the Administrative Agent and the Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case Arranger of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) and (B) are herein referred reaffirmation agreements and/or such amendments to the documents with respect to Collateral as may be reasonably requested by the “Free and Clear Incremental Amount” Arranger and the amounts under Administrative Agent in order to ensure that such Incremental Lenders are provided with the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion benefit of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedDocuments.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, Amendment shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject no Default or Event of Default shall exist after giving effect to Section 1.08such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belownext sentence); (iv) [reserved]; and (viii) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed not, together with the sum of (A) an amount equal to the Starter Basket plus (B) the aggregate principal amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Permitted Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments exceed in respect of such Revolving Credit Loans the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or simultaneous with (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(viUsage Amount) or (yB) open-market purchases pursuant to Section 10.07(l)at the Borrowers’ option, which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or together with the aggregate principal amount of Permitted Incremental Revolving Loan Commitments so long as on and as of Equivalent Debt, such that the date of Secured Net Leverage Ratio for the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments Test Period most recently ended calculated on a Pro Forma Basis pro forma basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Term Loans or Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Revolving Loan Commitments Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not applied promptly make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the specified transaction purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence upon receipt thereof, pursuant to clause (x) (1) in B). It is understood and agreed that the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted full amount available under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses clause (A) and/or (B) are herein referred to as shall have been used in connection with the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount2015-1 Revolving Commitment Increase.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Loan Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.081.09(f), no Event of Default shall exist or would exist after giving effect to such Incremental Loan Commitments; (ii) [reserved]subject to Section 1.09(f), the representations and warranties of each Loan Party set forth in Article IV and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (viv) below) and each Incremental Revolving Loan Commitment shall be in or an aggregate principal amount that is not increment less than $5,000,000 and shall be in an increment 1,000,000 if needed to ensure fungibility of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below)Incremental Term Loans; (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of Available Incremental Amount; (v) (A) an amount equal to the Starter Basket plus extent reasonably requested by the Administrative Agent, the receipt by the Administrative Agent of (1) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and (2) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Incremental Loan Commitments are provided with the benefit of the applicable Loan Documents, and (B) to the amount extent provided in the applicable Incremental Amendment, such other conditions as the Borrower and the Lenders providing such Incremental Loan Commitments may agree; (vi) to the extent the Borrower establishes a New Revolving Facility, then the Administrative Agent and the Borrower shall be permitted to amend this Agreement to, among other things, (A) in the case of all prior voluntary prepaymentsthe establishment of the initial New Revolving Facility, repurchasesestablish revolving facility mechanics, redemptions letter of credit sub-facilities and swingline sub-facilities and make such other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior technical or conforming amendments to or simultaneous with the Incremental Facility Closing Date this Agreement to incorporate a “cash flow” revolving credit facility (including through without limitation increases in the number of Interest Periods permitted to be in effect) and (xB) “Dutch Auctions” open to all Lenders of the applicable Class require borrowings and repayments on a pro rata basis in accordance with procedures among the New Revolving Facility and any Existing Revolving Credit Facility (except for (1) payments of the type described in Section 2.05(a)(vi) or interest and fees at different rates for each such facility (y) open-market purchases pursuant to Section 10.07(land related outstandings), which shall be credited to (2) repayments required upon the extent Maturity Date of the actual purchase price paid in cash any such facility, and (3) repayments made in connection with a permanent repayment and termination of such “Dutch Auction” or open-market purchasefacilities after the effective date of such New Revolving Facility); and (vii) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1A) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on Credit Commitment Increase, (1) the Collateral on a pari passu basis with final maturity shall be the Obligationssame as the Maturity Date applicable to the applicable then-outstanding revolving credit facility under this Agreement (the “Existing Revolving Credit Facility”), the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio no amortization or mandatory commitment reduction prior to giving effect the Maturity Date applicable to such Investmentthe Revolving Commitment Increase Facility shall be permitted and (3) the terms and documentation applicable to the Existing Revolving Credit Facility shall apply, (y) (1B) in the case of any Incremental Term Loans or Incremental subsequent New Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecuredFacility, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in final maturity shall be no earlier than the case of such Indebtedness incurred Maturity Date applicable to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or Existing Revolving Credit Facility and (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 amortization or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount mandatory commitment reduction prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Maturity Date applicable to the initial New Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount Facility shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedpermitted.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Default or Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; provided further that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition permitted by this Agreement, this clause (ii) (other than with respect to the Specified Representations as they relate to the target of such acquisition (conformed as reasonably necessary for such acquisition)) may be waived or omitted by Incremental Lenders holding more than 50% of the aggregate Incremental Commitments under such Incremental Amendment; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowthe next sentence) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) 10,000,000 if such amount represents all remaining availability under the limit set forth in clause (v) belowthe next sentence);; and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and the Incremental Revolving Loan Credit Commitments shall not exceed the sum of (A) an amount equal $250,000,000 in the aggregate pursuant to the Starter Basket plus this clause (A) or (B) the amount of all prior voluntary prepaymentsat its option, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Credit Commitments on a Pro Forma Basis so long as the Senior Secured Net Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the Test Period most recently ended, after giving effect to each any such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitmentsand, such reclassification shall be deemed in each case, with respect to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawnCredit Commitment, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect assuming a borrowing of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination maximum amount of such ratio or other test is being made, shall be disregardedLoans available thereunder.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, Amendment and the Incremental Commitments thereunder, availability of any initial credit extensions thereunder shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (ia) subject to Section 1.08, (x) no Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or other Investment permitted by this Agreement that is not conditioned upon obtaining third-party financing, the requirement pursuant to this clause (4)(a)(x) shall be that no Event of Default under Section 8.01(1) or Section 8.01(6) shall exist after giving effect to such Incremental Commitments, and (y) the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Incremental Amendment (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates); provided that, in connection with an acquisition or other Investment permitted hereunder that is not conditioned upon obtaining third-party financing, the conditions in the proviso to clause (x) and in clause (y) shall only be required to the extent requested by the Persons holding more than 50% of the applicable Incremental Term Loans and Incremental Term Commitments (provided, further, that, in the case of any such acquisition or other Investment with a purchase price in excess of $20.0 million, the conditions contained in the proviso to clause (x) with respect to no Event of Default under Section 8.01(1) or Section 8.01(6) and in clause (y) with respect to Specified Representations, in each case, shall be required whether or not requested by such Persons, unless waived in accordance with Section 10.01); (ii) [reserved]; (iiib) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 5.0 million (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) 5.0 million if such amount represents all remaining availability under the limit set forth in clause (vc) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowthis Section 2.14(4); (iv) [reserved]); and (vc) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the maximum amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of Indebtedness that can be incurred such Revolving Credit Loans prior to or simultaneous with that the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined for the Test Period most recently ended calculated on a Pro Forma Basis in accordance with Section 1.09) pro forma basis after giving effect to any such incurrence does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Available Incremental Amount” and ”); provided that for the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior avoidance of doubt, to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on extent the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans are being utilized to repay Indebtedness (including any repayment, repurchase or Incremental Revolving Loan Commitments refinancing of Indebtedness for which an irrevocable notice of repayment (or similar notice of repayment) has been delivered), such calculations shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other give pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of effect to such ratio or other test is being made, shall be disregardedrepayments.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments established or incurred thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) or waiver of each of the following conditions:conditions (the effective date of any Incremental Amendment, an “Incremental Facility Effective Date”): (iA) subject to Section 1.081.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition Transaction, no Event of Default shall exist after giving effect to such Incremental Commitments; (iiB) [reserved]subject to Section 1.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition Transaction, the representations and warranties of the Borrower and the other Loan Parties contained in Article IV shall be true and correct in all material respects as of such Incremental Facility Effective Date (or as of a specific earlier date if such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement) (without duplication of any materiality qualifier contained therein); (iiiC) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not such increments may be in an increment of less than $1,000,000) 1,000,000 if such amount represents all remaining availability under the limit set forth in clause (vE) below); (ivD) [reserved]; and (vE) subject to Section 1.3 in the case of any Incremental Commitments established or incurred in connection with a Limited Condition Transaction, at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the all Incremental Term Loans and Incremental Revolving Loan Commitments established or incurred pursuant to this Section 2.1(d), shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments Cap as in respect of effect on such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountEffective Date.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject (x) if the proceeds of such Indebtedness are being used to finance a Permitted Acquisition or Investment permitted hereunder, no Event of Default under Section 1.088.01(a) or (f) shall have occurred and be continuing or would exist after giving effect to such Indebtedness, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental CommitmentsIndebtedness; (ii) [reservedReserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (viv) below) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $2,500,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $2,500,000 if such amount represents all remaining availability under the limit set forth in clause (iv) below);; and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Loans, the Incremental Revolving Loan Credit Commitments and the Incremental Equivalent Debt shall not exceed the sum of (A) an amount equal to $80,000,000, minus, the Starter Basket plus (B) the aggregate principal amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of any Second Lien Incremental Term Loans and any Second Lien Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments Debt incurred or issued in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (xreliance on Section 2.14(d)(iv)(A) “Dutch Auctions” open to all Lenders of the applicable Class on Second Lien Credit Agreement (or any equivalent provision of a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash Second Lien Credit Agreement designated as such in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement a Permitted Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loansthereof), plus (CB) up to an additional amount of Incremental Term Loans Loans, Incremental Revolving Credit Commitments and/or Incremental Revolving Loan Commitments Equivalent Debt, so long as on and as as, in the case of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereofthis clause (B) only, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that if such Indebtedness is to be secured by a Lien on the Collateral on a pari passu basis as to security with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the purposes of such calculation) does not exceed 5.00:1.00 is no more than 3.75 to 1.00 as of the last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence or issuance on a Pro Forma Basis, and, in each case, with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available thereunder and treating all refinancing Indebtedness in respect of such Indebtedness that is unsecured or secured on a junior lien basis to the Term Loans as at all times being secured on a first priority basis (2unless the Borrower complies with the Consolidated Total Net Leverage Ratio described in succeeding clause (z) or the Consolidated Total Secured Net Leverage Ratio described in succeeding clause (y), as the case may be, at the time of the incurrence of such refinancing Indebtedness), (y) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments Equivalent Debt that is secured by a Lien on the Collateral on a junior basis junior to the Obligations, the Consolidated Total Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in 1.09 and without netting the case cash proceeds of any such Indebtedness being so incurred for the purposes of such Indebtedness incurred calculation) is no more than 4.50 to consummate 1.00 as of the last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined such incurrence or issuance on a Pro Forma Basis and, in accordance each case, treating all refinancing Indebtedness in respect of such Indebtedness that is unsecured as at all times being secured on a junior Lien basis to the Facilities (unless the Borrower complies with Section 1.09) does not exceed the Consolidated Secured Total Net Leverage Ratio prior to giving effect to described in succeeding clause (z) at the time of the incurrence of such Investment refinancing Indebtedness) and (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments Equivalent Debt that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the purposes of such calculation) does not exceed is no more than 5.50 to 1.00 as of the Consolidated Total Net Leverage Ratio prior to last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such Investment, incurrence or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time issuance on a Pro Forma Basis, and if any applicable ratio for plus (C) an amount equal to the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as sum of the end (i) all voluntary prepayments or repurchases of any subsequent fiscal quarter after the initial incurrence of such Term Loans made pursuant to Section 2.05(a) or Section 10.07(l)(x) (other than Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios incurred in the Incurrence-Based Incremental Amount, reliance on preceding clause (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be includedB)) and (cii) the incurrence (including by assumption all permanent voluntary reductions or guarantee) terminations of any Indebtedness in respect of the Revolving Credit Facility (and/or any Commitments and Incremental Revolving Loan CommitmentsCredit Commitments (other than Incremental Revolving Credit Commitments obtained in reliance on preceding clause (B)) prior topursuant to Section 2.06(a) except to the extent, or simultaneously within each case, the event for which the Pro Forma Compliance determination of such ratio or financed with long term Indebtedness (other test is being made, shall be disregardedthan Revolving Credit Loans).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, Amendment and the Incremental Commitments thereunder, availability of any initial credit extensions thereunder shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions:): (ia) subject to Section 1.08, (x) no Event of Default shall exist after giving effect to such Incremental Commitments (provided that, with respect to any Incremental Amendment in connection with a Limited Condition Transaction, (1) if an LCT Election is made, no Event of Default shall have occurred and be continuing on the LCT Test Date, and (2) upon the consummation of such Limited Condition Transaction, no Event of Default under Section 8.01(1) or Section 8.01(6) shall exist, in each case, after giving effect to such Incremental Commitments) and (y) the representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Incremental Amendment (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates); provided, that in connection with a Limited Condition Transaction, the conditions in clause (y) shall only be required to the extent requested by non-Affiliated Lenders providing more than 50% of the applicable Incremental Term Loans and Incremental Term Commitments or Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be; (ii) [reserved]; (iiib) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 5.0 million (provided that or such lesser amount to which the Administrative Agent may be less than $10,000,000 (and need not be in an increment of $1,000,000) reasonably agree or if such amount represents all remaining availability under the limit set forth in clause (vc) belowof this Section 2.14(4)) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 5.0 million (provided that or such lesser amount to which the Administrative Agent may be less than $5,000,000 (and need not be in an increment of $1,000,000) reasonably agree or if such amount represents all remaining availability under the limit set forth in clause (vc) belowof Section 2.14(4)); (ivc) [reserved]the incurrence of any Incremental Commitment shall be subject to the terms of the AAL, including (x) any Incremental Term Facility shall be bifurcated into separate Classes of First Out Term Loans (as defined in the AAL) and Last Out Term Loans (as defined in the AAL) pursuant to the terms of the AAL and (y) Incremental Revolving Commitments shall be provided by the AAL First Out Holders on a pro rata basis (provided that if existing AAL First Out Holders decline to provide such Incremental Revolving Commitments, such Incremental Revolving Commitments may instead be provided by the AAL Last Out Holders); and (vd) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed the sum of (the amount currently available under clauses (A) an amount equal through (C) below, the “Available Incremental Amount”): (A) the sum of: (1) the greater of (i) $27.5 million and (ii) 75.0% of Consolidated EBITDA of the Borrower and the Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis) (the amounts under this clause (4)(d)(A)(1), the “Free and Clear Incremental Amount”); plus (2) the aggregate principal amount, without duplication, of (x) voluntary prepayments, redemptions or repurchases of Closing Date Term Loans, Incremental Term Loans and Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is a revolving credit facility) (including purchases of Closing Date Term Loans, Incremental Term Loans or such Permitted Incremental Equivalent Debt by Holdings, the Borrower or any of its Subsidiaries at or below par, but limited to the Starter Basket plus (B) the amount of all prior voluntary prepaymentscash actually paid by Holdings, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of the Borrower or such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(lSubsidiary), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made secured on a pari passu basis with the proceeds Obligations (without regard to control of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans)remedies) and, plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Permitted Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the ObligationsEquivalent Debt, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount and (y) voluntary prepayments (accompanied by corresponding permanent commitment reductions) in respect of the Closing Date Revolving Facility, Incremental Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments, in each case, secured on a pari passu basis with the Obligations (without regard to control of remedies) and, in the case of any Incremental Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments, incurred in reliance on the Free and Clear Incremental Amount (provided that the relevant prepayment, redemption, repurchase or commitment reduction under this clause (2) shall not have been funded with proceeds of long-term Indebtedness (other than revolving Indebtedness) (the amounts under this clause (4)(d)(A), the “Non-Ratio Based Incremental Amount”), plus (B) [reserved], (C) an unlimited amount, so long as in the case of this clause (C) only (the “Ratio Based Incremental Amount”), (1) in the case of Incremental Loans or Incremental Revolving Commitments that are secured by Liens on all or a portion of the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), the First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence does not exceed 5.50 to 1.00 (including in connection with a Permitted Acquisition or other Investment permitted hereunder) (provided that, in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and calculating the First Lien Net Leverage Ratio without netting the cash proceeds from such Incremental Term Facility or Incremental Revolving Facility then proposed to be reclassifiedincurred), (2) in the case of Incremental Loans or Incremental Revolving Commitments that are secured by Liens on all or a portion of the Collateral on a basis that is junior in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement, as the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence does not exceed 6.50 to 1.00 (including in connection with a Permitted Acquisition or other Investment permitted hereunder) (provided that, in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and calculating the Secured Net Leverage Ratio without netting the cash proceeds from such Incremental Term Facility or Incremental Revolving Facility then proposed to be incurred), or (3) in the case of Incremental Loans or Incremental Revolving Commitments that are unsecured, the Total Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence does not exceed 6.50 to 1.00 (including in connection with a Permitted Acquisition or other Investment permitted hereunder) (provided that, in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and calculating the Total Net Leverage Ratio without netting the cash proceeds from such Incremental Term Facility or Incremental Revolving Facility then proposed to be incurred). The Borrower may elect to use the Ratio Based Incremental Amount regardless of whether the Borrower has capacity under the Non-Ratio Based Incremental Amount. Further, the Borrower may elect from time to timeuse the Ratio Based Incremental Amount prior to using the Non-Ratio Based Incremental Amount, and if both the Ratio Based Incremental Amount and the Non- Ratio Based Incremental Amount are available, unless otherwise elected by the Borrower, then the Borrower will be deemed to have elected to use the Ratio Based Incremental Amount. In addition, any Indebtedness originally designated as incurred pursuant to the Non-Ratio Based Incremental Amount shall be automatically reclassified as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Ratio Based Incremental Amount at such time as the Borrower would meet the applicable leverage-based incurrence test on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedbasis.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects (or, to the extent qualified by materiality, in all respects) on the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in material respects as of such earlier date; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) 15,000,000 if such amount represents all remaining availability under the limit set forth in clause (viv) below) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (viv) below);; and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and the Incremental Revolving Loan Credit Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket $150,000,000, plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of (i) if such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the ObligationsRevolving Credit Loans and the Term Loans, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Borrower’s Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.08) does is not exceed 5.00:1.00 greater than 3.75:1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 6.01(a) or (2b), (ii) in the case of if such Indebtedness incurred to consummate any Investment permitted under Section 7.02is secured on a junior basis with the Revolving Credit Loans and the Term Loans, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Borrower’s Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.08) does is not exceed 6.90:1.00 or greater than 6.50:1.00 as of the last day of the most recently ended Test Period and (IIiii) in the case of if such Indebtedness incurred to consummate any Investment permitted under Section 7.02is unsecured, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Borrower’s Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.08) is not less than 2.00:1.00 as of the Consolidated Interest Coverage Ratio prior last day of the most recently ended Test Period, plus (C) the amount of (i) all voluntary prepayments of Initial Term Loans and any other pari passu secured Indebtedness permitted under this Agreement (except to giving effect the extent funded with the proceeds of any long-term Indebtedness or the Cure Amount) and (ii) all commitment reductions pursuant to such Investment Section 2.06, (the amounts under the foregoing amount pursuant to immediately preceding clauses (A) and/or ), (B) are herein referred to as and (C), the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” ”). The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets determined on the applicable ratio for the Incurrence-Based Incremental Amount at Facility Closing Date, after giving effect to any such time incurrence of debt on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitmentsand, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amounteach case, (a1) it shall be assumed that all commitments under assuming with respect to any Incremental Revolving Loan Commitments then being established are fully drawnCredit Commitment, a borrowing of the maximum amount of Loans available thereunder, (b2) excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or and/or Incremental Revolving Loan Credit Commitments can for the purposes of netting and (3) shall be incurred (reduced by the amount of the then outstanding principal amount of any Incremental Equivalent Debt; provided that to the use of extent the proceeds thereof and any other are used to repay Indebtedness or to consummate an acquisition or investment, pro forma adjustments effect shall be includedgiven to such repayment of Indebtedness and the consummation of such acquisition or investment, as applicable; provided further, that when calculating the Incremental Amount (x) the Borrower may reclassify any Incremental Loans incurred pursuant to preceding clause (A) as being incurred pursuant to preceding clause (B) and (cy) in the case of any Incremental Loans incurred concurrently pursuant to both preceding clauses (A) and (B), for the purpose of calculating the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio (as applicable) pursuant to clause (B), the amount of Incremental Loans incurred pursuant to clause (A) shall not be included in such calculation; provided further, that if the proceeds of such Incremental Loans are, substantially concurrently with the receipt thereof, to be used by the Borrowers or any Restricted Subsidiary to finance, in whole or in part, a Permitted Acquisition, then (x) the incurrence (including by assumption or guarantee) of any Indebtedness only representations and warranties that will be required to be true and correct in respect all material respects as of the Revolving Credit applicable Incremental Facility Closing Date shall be (and/or A) the Specified Representations and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that the Borrowers or any Incremental Revolving Loan Commitments) prior to, other Subsidiary has the right to terminate the obligations of the Borrowers or simultaneously with, the event for which the Pro Forma Compliance determination such other Subsidiary under such acquisition agreement or not consummate such acquisition as a result of a breach of such ratio representations or other test is being madewarranties in such acquisition agreement), and (y) in lieu of the requirements of clause (ii), at the time of and immediately after such effectiveness, no payment or bankruptcy default or event of default shall have occurred or be disregardedcontinuing or would result from the incurrence of such Incremental Loan.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject (x) if the proceeds of such Indebtedness are being used to finance a Permitted Acquisition or Investment permitted hereunder, no Event of Default under Section 1.088.01(a) or (f) shall have occurred and be continuing or would exist after giving effect to such Indebtedness, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental CommitmentsIndebtedness; (ii) [reservedReserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (viv) below) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $2,500,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $2,500,000 if such amount represents all remaining availability under the limit set forth in clause (iv) below);; and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Loans, the Incremental Revolving Loan Credit Commitments and the Incremental Equivalent Debt shall not exceed the sum of (A) an amount equal to the Starter Basket plus (BA) if (and only if) the Consolidated First Lien Net Leverage Ratio is less than or equal to 4.00 to 1.00 as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01(a) or (b) (determined on a Pro Forma Basis in accordance with Section 1.09 on the applicable Incremental Facility Closing Date), $40,000,000 minus, the aggregate principal amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of any Second Lien Incremental Term Loans and any Second Lien Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments Debt incurred or issued in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (xreliance on Section 2.14(d)(iv)(A) “Dutch Auctions” open to all Lenders of the applicable Class on Second Lien Credit Agreement (or any equivalent provision of a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash Second Lien Credit Agreement designated as such in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement a Permitted Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loansthereof), plus (CB) up to an additional amount of Incremental Term Loans Loans, Incremental Revolving Credit Commitments and/or Incremental Revolving Loan Commitments Equivalent Debt, so long as on and as as, in the case of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereofthis clause (B) only, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that if such Indebtedness is to be secured by a Lien on the Collateral on a pari passu basis as to security with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the purposes of such calculation) does not exceed 5.00:1.00 is no more than 3.75 to 1.00 as of the last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to AMERICAS 94626185 any such incurrence or issuance on a Pro Forma Basis, and, in each case, with respect to any Incremental Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available thereunder and treating all refinancing Indebtedness in respect of such Indebtedness that is unsecured or secured on a junior lien basis to the Term Loans as at all times being secured on a first priority basis) (2unless the Borrower complies with the Consolidated Total Net Leverage Ratio described in succeeding clause (z) or the Consolidated Total Secured Net Leverage Ratio described in succeeding clause (y), as the case may be, at the time of the incurrence of such refinancing Indebtedness), (y) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments Equivalent Debt that is secured by a Lien on the Collateral on a junior basis junior to the Obligations, the Consolidated Total Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in 1.09 and without netting the case cash proceeds of any such Indebtedness being so incurred for the purposes of such Indebtedness incurred calculation) is no more than 4.50 to consummate 1.00 as of the last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined such incurrence or issuance on a Pro Forma Basis and, in accordance each case, treating all refinancing Indebtedness in respect of such Indebtedness that is unsecured as at all times being secured on a junior Lien basis to the Facilities (unless the Borrower complies with Section 1.09) does not exceed the Consolidated Secured Total Net Leverage Ratio prior to giving effect to described in succeeding clause (z) at the time of the incurrence of such Investment refinancing Indebtedness) and (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments Equivalent Debt that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the purposes of such calculation) does not exceed is no more than 5.50 to 1.00 as of the Consolidated Total Net Leverage Ratio prior to last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such Investment, incurrence or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time issuance on a Pro Forma Basis, and if any applicable ratio for plus (C) an amount equal to the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as sum of the end (i) all voluntary prepayments or repurchases of any subsequent fiscal quarter after the initial incurrence of such Term Loans made pursuant to Section 2.05(a) or Section 10.07(l)(x) (other than Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios incurred in the Incurrence-Based Incremental Amount, reliance on preceding clause (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be includedB)) and (cii) the incurrence (including by assumption all permanent voluntary reductions or guarantee) terminations of any Indebtedness in respect of the Revolving Credit Facility (and/or any Commitments and Incremental Revolving Loan CommitmentsCredit Commitments (other than Incremental Revolving Credit Commitments obtained in reliance on preceding clause (B)) prior topursuant to Section 2.06(a) except to the extent, or simultaneously within each case, the event for which the Pro Forma Compliance determination of such ratio or financed with long term Indebtedness (other test is being made, shall be disregardedthan Revolving Credit Loans).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Default or Event of Default shall exist after giving effect to such Incremental CommitmentsCommitments and Incremental Loans made pursuant thereto on the Incremental Facility Closing Date; (ii) [reserved]after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02(i) shall be deemed to refer to the effective date of such Incremental Amendment); provided that for purposes of satisfying Section 4.02(i), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loans are used to consummate a Permitted Acquisition; (iii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) 15,000,000 if such amount represents all remaining availability under the limit set forth in the following clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below); (iv) [reserved]); and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments incurred after the Amendment No. 46 Effective Date shall not exceed the sum of (A) an (1) $350,000,000 minus (2) the aggregate amount equal of all secured Permitted Ratio Debt incurred by the Borrower and its Restricted Subsidiaries pursuant to Section 7.03(s)clause (iii)(I) of the Starter Basket plus definition thereof minus (3) the aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Amendment No. 46 Effective Date, (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements prepayments of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent commitment reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental ABL Facility Closing after the Amendment No. 46 Effective Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirementsthat are not, in each case other than to the extent such prepayments are made case, financed with the proceeds of Credit Agreement Refinancing any Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus and (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and the Consolidated First Lien Net Leverage Ratio is no more than 4.00 to 1.00 as of the date last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence on a Pro Forma Basis and excluding from clause (a) of the definition of “Consolidated First Lien Net Leverage Ratio” the cash proceeds of any such Incremental Term Loans (but, in the event that Incremental Term Loans (other than the Term B-45 Loans being incurred on the Amendment No. 46 Effective Date) are being incurred in reliance on Section 2.14(d)(v)(A) or any Permitted Ratio Debt is being incurred pursuant to clause (iviii)(I) of the definition of “Permitted Ratio Debt” at substantially the same time that Incremental Term Loans are being incurred pursuant to this Section 2.14(d)(v)(C), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of this Section 2.14(d)(v)(C) to determine the permissibility of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis Loans, it is understood and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of agreed that any Incremental Term Loans so incurred pursuant to Section 2.14(d)(v)(A) at such time or Incremental Revolving Loan Commitments that is secured by a Lien on any Permitted Ratio Debt incurred pursuant to clause (iviii)(I) of the Collateral on a pari passu basis with the Obligations, the definition of “Permitted Ratio Debt” at such time shall be excluded from Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountDebt).” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, Amendment shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject no Default or Event of Default shall exist after giving effect to Section 1.08such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belownext sentence); (iv) [reserved]; and (viii) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed not, together with the sum of (A) an amount equal to the Starter Basket plus (B) the aggregate principal amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Permitted Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments exceed in respect of such Revolving Credit Loans the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or simultaneous with (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the First Lien Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(viUsage Amount) or (yB) open-market purchases pursuant to Section 10.07(l)at the Borrowers’ option, which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or together with the aggregate principal amount of Permitted Incremental Revolving Loan Commitments so long as on and as of Equivalent Debt, such that the date of Secured Net Leverage Ratio for the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments Test Period most recently ended calculated on a Pro Forma Basis pro forma basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such incurrence, does not exceed (A) prior to the Delayed Draw Funding Date 5.50 to 1.00 or (B) on and after the Delayed Draw Funding Date, 5.00 to 1.00 (the applicable amount available under clauses (A) or (B), the “Available Incremental Term Loans or Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Revolving Loan Commitments Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not applied promptly make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the specified transaction purposes of calculating the Secured Net Leverage Ratio in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred pursuant to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or clause (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount).” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided that such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(c) and, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition, a waiver in full or in part of the conditions set forth in Section 4.02(a) (other than the accuracy, to the extent required under Section 4.02(a), of any Specified Representations (as conformed to apply to such acquisition, including giving effect to any certain funds conditions with respect to the Collateral)) and Section 4.02(b) (other than with respect to any Event of Default under Section 8.01(a) or (f)); (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause Section 2.16(d)(iii)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (v) belowprovided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.16(d)(iii)); (iviii) [reserved]; and (vA) at the time of and after giving effect Pro Forma Effect to both (x) the effectiveness making of any proposed Incremental Term Loans or establishment of Incremental Revolving Loan Commitments, Credit Commitments (assuming a borrowing of the aggregate maximum amount of the Loans available thereunder) under such Incremental Term Loans Amendment and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash any Specified Transactions consummated in connection with such “Dutch Auction” or open-market purchasetherewith, (1) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of if such Incremental Term Loans or Incremental Revolving Loan Credit Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a rank pari passu basis in right of security with the ObligationsTerm B Loans and Revolving Credit Loans incurred under the Initial Revolving Credit Commitments, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 2.00:1.00 or (2) in the case of if such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental rank junior in right of security with the Term B Loans and Revolving Loan Commitments that is secured by a Lien on Credit Loans incurred under the Collateral on a basis junior to the ObligationsInitial Revolving Credit Commitments, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.2.00:1.00; or

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects (or, to the extent qualified by materiality, in all respects) on the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in material respects as of such earlier date; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) 15,000,000 if such amount represents all remaining availability under the limit set forth in clause (viv) below) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (viv) below);; and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and the Incremental Revolving Loan Credit Commitments incurred and/or established pursuant to this Section 2.14 shall not exceed the sum of exceed (A) an amount equal to the Starter Basket greater of (x) $230,000,000 and (y) 100% of Consolidated EBITDA as of the last day of the most recently ended Test Period, in each case, determined at the time of incurrence (less the aggregate principal amount of Incremental Equivalent Debt incurred in reliance on this clause (A)), plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments amount, so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of (i) if such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the ObligationsRevolving Credit Loans and the Term Loans, (x) the Consolidated First Lien Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.08) does is not exceed 5.00:1.00 greater than 3.50:1.00 as of the last day of the most recently ended Test Period or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) if the proceeds of such Incremental Loans are, substantially concurrently with the receipt thereof, to be used by the Borrower Agent or any Restricted Subsidiary to finance, in the case of any Incremental Term Loans whole or Incremental Revolving Loan Commitments that is secured by in part, a Lien on the Collateral on a basis junior to the ObligationsPermitted Acquisition or similar permitted Investment, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.08) does as of the last day of the most recently ended Test Period is not exceed 5.00:1.00 or greater than 4.50:1.00, (2ii) in the case of if such Indebtedness incurred to consummate any Investment permitted under Section 7.02is secured on a junior basis with the Revolving Credit Loans and the Term Loans, (x) the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.08) does is not exceed greater than 6.50:1.00 or the Borrower’sBorrower Agent’s Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not less than 2.00:1.00, in each case, as of the last day of the most recently ended Test Period or (y) if the proceeds of such Incremental Loans are, substantially concurrently with the receipt thereof, to be used by the Borrower Agent or any Restricted Subsidiary to finance, in whole or in part, a Permitted Acquisition or similar permitted Investment, the Consolidated Secured Net Leverage Ratio or Interest Coverage Ratio (in each case, determined on a Pro Forma Basis in accordance with Section 1.08), as applicable, is not greater or less than the Consolidated Secured Net Leverage Ratio or the Interest Coverage Ratio, as applicable, immediately prior to giving effect to the incurrence of such Investment Incremental Loans and (ziii) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that if such Indebtedness is unsecured, (1) (Ix) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.08) does is not exceed 6.90:1.00 greater than 6.50:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Borrower’sBorrower Agent’s Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.08) is no not less than 2.00 to 1.00 2.00:1.00, in each case, as of the last day of the most recently ended Test Period or (IIy) in if the case proceeds of such Indebtedness incurred Incremental Loans are, substantially concurrently with the receipt thereof, to consummate be used by the Borrower Agent or any Investment Restricted Subsidiary to finance, in whole or in part, a Permitted Acquisition or similar permitted under Section 7.02Investment, the Consolidated Total Net Leverage Ratio or Interest Coverage Ratio (in each case, determined on a Pro Forma Basis in accordance with Section 1.09) 1.08), as applicable, is not greater or less than the Consolidated Total Net Leverage Ratio or the Interest Coverage Ratio Ratio, as applicable, immediately prior to giving effect the incurrence of such Incremental Loans, plus (C) the amount of (i) all voluntary prepayments (including prepayments at a discount to such Investment (par offered to all Lenders, with credit given for the amounts actual amount of the prepayment in cash) of 2022 Term Loans and any other pari passu secured Indebtedness permitted under the foregoing clauses this Agreement and incurred in reliance on preceding clause (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing or this clause (C) are herein referred (in each case, except to as the extent funded with the proceeds of any long-term Indebtedness or the Cure Amount)) and (ii) all permanent reductions of Revolving Credit Commitments pursuant to Section 2.06(a), (the amount pursuant to immediately preceding clauses (A), (B) and (C), the “Incurrence Based Incremental Amount.” ”). The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets determined on the applicable ratio for the Incurrence-Based Incremental Amount at Facility Closing Date, after giving effect to any such time incurrence of debt on a Pro Forma Basis, and if and, in each case, (1) assuming with respect to any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on Revolving Credit Commitment, a Pro Forma Basis as borrowing of the end maximum amount of Loans available thereunder and (2) excluding the cash proceeds of any subsequent fiscal quarter after such Incremental Term Loans and/or Incremental Revolving Credit Commitments (and any other Indebtedness incurred or established concurrently with the initial incurrence or establishment of such Incremental Term Loans or Incremental Revolving Loan Credit Commitments) for the purposes of netting; provided that to the extent the proceeds thereof are used to repay Indebtedness or to consummate an acquisition or investment, such reclassification pro forma effect shall be deemed given to have automatically occurred whether such repayment of Indebtedness and the consummation of such acquisition or not elected by investment, as applicable; provided further, that when calculating the Borrower. For purposes of determining Pro Forma Compliance Incremental Amount (x) the Borrower Agent may reclassify any Incremental Loans incurred pursuant to preceding clause (A) as being incurred pursuant to preceding clause (B) and any testing of any ratios (y) in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds case of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred concurrently pursuant to both preceding clauses (provided that the use of proceeds thereof and any other pro forma adjustments shall be includedA) and (cB), for the purpose of calculating the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio (as applicable) pursuant to clause (B), the amount of Incremental Loans incurred pursuant to clause (A) shall not be included in such calculation; provided further, that if the proceeds of such Incremental Loans are, substantially concurrently with the receipt thereof, to be used by the BorrowerBorrowers or any Restricted Subsidiary to finance, in whole or in part, a Limited Condition Transaction, then (x) the incurrence (including by assumption or guarantee) of any Indebtedness only representations and warranties that will be required to be true and correct in respect all material respects as of the Revolving Credit applicable Incremental Facility Closing Date in lieu of the requirements in clause (and/or d)(ii) above shall be (A) the Specified Representations and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that the BorrowerBorrowers or any Incremental Revolving Loan Commitments) prior to, other Subsidiary has the right to terminate the obligations of the BorrowerBorrowers or simultaneously with, the event for which the Pro Forma Compliance determination such other Subsidiary under such acquisition agreement or not consummate such Limited Condition Transaction as a result of a breach of such ratio representations or other test is being madewarranties in such acquisition agreement), and (y) in lieu of the requirements of clause (d)(ii) above, at the time of and immediately after such Incremental Facility Closing Date, no Event of Default pursuant to Section 8.01(a) or, with respect to the BorrowerBorrowers, Section 8.01(f) shall have occurred or be disregardedcontinuing or would result from the incurrence of such Incremental Loan.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided, that, such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(iii) and, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition, a waiver in full or in part of the conditions set forth in clauses (i) and (ii) (other than with respect to any Event of Default under Section 8.01(a) or (f)) of Section 4.02; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.14(d)(iii)) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) 10,000,000 if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.14(d)(iii)); (iviii) [reserved]; and (vA) at the time of and after giving effect Pro Forma Effect to both (x) the effectiveness making of any proposed Incremental Term Loans or establishment of Incremental Revolving Loan Commitments, Credit Commitments (assuming a borrowing of the aggregate maximum amount of the Loans available thereunder) under such Incremental Term Loans Amendment and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash any Specified Transactions consummated in connection with such “Dutch Auction” or open-market purchasetherewith, (1) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of if such Incremental Term Loans or Incremental Revolving Loan Credit Commitments rank pari passu in right of security with the Obligations under Term Loans and Revolving Credit Loans secured on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligationsfirst lien basis, the Consolidated First Lien Net Leverage Ratio does not exceed 5.002.50 :1.00, (determined 2) if such Incremental Term Loans or Incremental Revolving Credit Commitments rank junior in right of security with the Obligations under Term Loans and Revolving Credit Loans secured on a Pro Forma Basis first lien basis, the Secured Net Leverage Ratio does not exceed 6.254.20:1.00 or (3) if such Incremental Term Loans or Incremental Revolving Credit Commitments isare unsecured, the Total Net Leverage Ratio does not exceed 6.254.20:1.00; or (B) together with the Incremental Term Loans made and Incremental Revolving Credit Commitments established under such Incremental Amendment, the aggregate principal amount of Incremental Term Loans made and Incremental Revolving Credit Commitments established under this clause (B) (plus the Second Lien Incremental Usage Amount and Incremental Equivalent Debt incurred in accordance with reliance on clause (i)(B) of Section 1.092.14(h)) does not exceed 5.00:1.00 (i) $85,000,000 (provided, that such amount shall not be reduced by the Term B-2 Loans, Additional Commitments (as defined in Amendment No.1) or the 2016 Second Lien Incremental Term Loan (2) as defined in Amendment No.1)), following the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such InvestmentAmendment No. 3 Effective Date, (yi) $42,600,000 plus (1ii) the principal amount of any voluntary prepayments of Term Loans following the Amendment No. 3 Effective Date (to the extent not made with the proceeds of Indebtedness (other than the incurrence of Revolving Credit Loans or extensions of credit under any other revolving credit or similar facility) plus (iii) in the case of any Incremental Term Commitment established after the Amendment No. 3 Effective Date that effectively extends the Maturity Date or any other maturity date with respect to any Class of Loans or Incremental Revolving Loan Commitments hereunder, an amount equal to the portion of the relevant Class of Loans or Commitments that is secured will be replaced by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio such Incremental Commitments plus (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (ziv) in the case of any Incremental Term Loans or Incremental Commitment that effectively replaces any Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis Credit Commitment terminated in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in 3.07,3.07 after the case of such Indebtedness Amendment No. 3 Effective Date, an amount equal to the relevant terminated Revolving Credit Commitment; provided, that, it is understood that Incremental Term Loans and Incremental Revolving Credit Commitments may be incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses either clause (A) and/or or clause (B) are herein referred to as selected by the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereofin its sole discretion, and including by designating any portion of any Incremental Commitments in excess of an amount permitted to be incurred under clause (A) at the time of such incurrence as incurred under clause (B)); provided further that the amount of Incremental Term Commitments, Incremental Term Loans or and Incremental Revolving Loan Credit Commitments incurred that are permitted shall in reliance no event be reduced by the amount of the increase in the Initial Revolving Credit Commitments occurring on the Free Amendment No. 3 Effective Date; and (iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and Clear officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Amount shall be reclassified, as Lenders are provided with the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets benefit of the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedDocuments.

Effectiveness of Incremental Amendment. The obtaining of Other Commitments, the making of Other Term Loans, the incurrence of Indebtedness in respect of Other Notes, the effectiveness of any Incremental Amendment, Amendment and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (or, in the case of Other Commitments, Other Term Loans and Other Notes, on the date of the extension of such commitments or the incurrence or issuance of such Other Term Loans or Other Notes, as applicable) (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject with respect to Section 1.08any Incremental Commitments, no Default or Event of Default shall exist after giving effect to such Incremental Commitments; provided that in the case of Incremental Commitments incurred to finance a Permitted Acquisition or a permitted Investment in connection with a joint venture pursuant to Sections 7.02(m), (n), (o), (p), (t) or (x) (including in any event a Limited Condition Acquisition) no Event of Default (in the case of Limited Condition Acquisitions, as determined in accordance with ‎Section 1.09(f)) under Sections ‎8.01(a) and ‎8.01(f) shall exist on (i) the date that the Borrower or the applicable Restricted Subsidiary enters into a binding agreement with respect to such Permitted Acquisition or Investment in connection with a joint venture pursuant to Sections 7.02(m), (n), (o), (p), (t) or (x), or (ii) in the case of Incremental Commitments incurred to finance a Limited Condition Acquisition, on the LCA Test Date; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (viii) below) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in clause (iii) below); (iv) [reserved]; and (viii) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Loans, the Other Term Loans, the Incremental Revolving Loan Credit Commitments and the Other Notes shall not exceed the sum of (A) an amount equal to (x) $60,000,000 plus (y) the Starter Basket Reallocated Incremental Amount, if any, plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans, Incremental Revolving Credit Commitments, Other Commitments, Other Term Loans and/or Incremental Revolving Loan Commitments Other Notes, (1) so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Senior Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section ‎Section 1.09) does not exceed 5.00:1.00 is equal to or less than 3.50 to 1.00 (assuming for purposes of this calculation that all additional amounts to be incurred constitute Consolidated Senior Secured Net Debt) or (2) in so long as, to the case of extent such Indebtedness incurred consists of Other Term Loans that are unsecured or secured on a junior lien basis to consummate any Investment permitted under Section 7.02the Term Loans and the Revolving Credit Loans or Other Notes, the Consolidated Senior Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section ‎Section 1.09) does not exceed is equal to or less than 3.75 to 1.00, in each case of clauses (1) and (2) as of the Consolidated Secured Net Leverage Ratio prior to last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such Investment (z) in the case of any Incremental Term Loans incurrence or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time issuance on a Pro Forma Basis, and if and, in each case, with respect to any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on Revolving Credit Commitment or Incremental Term Commitment established at such time, assuming a Pro Forma Basis as borrowing of the end maximum amount of Loans available thereunder, and excluding the cash proceeds of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Loans, Incremental Revolving Loan Credit Commitments, Other Commitments, Other Term Loans and/or Other Notes for the purposes of netting; provided, further that to the extent the proceeds thereof are used to repay Indebtedness, Pro Forma Effect and all other customary pro forma adjustments, including, in connection with an investment, shall be given to such reclassification repayment of Indebtedness; (it being understood that (x) amounts under clause (B) (to the extent compliant therewith) shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes used prior to utilization of determining Pro Forma Compliance amounts under clause (A), and (y) loans may be incurred under both clauses (A) and (B) above, and proceeds from any testing of any ratios in the Incurrence-Based Incremental Amount, such incurrence under both clauses (aA) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, and (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall above, may be excluded from “net” Indebtedness utilized in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) a single transaction by first calculating the incurrence under clause (including B) above and then calculating the incurrence under clause (A) above in addition to amounts incurred under clause (B) above, even if such incurrence under (A) results in amounts incurred in excess of amounts permitted by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility clause (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedB).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, Amendment and the Incremental Commitments thereunder, thereunder shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; (ii) [reserved]the representations and warranties set forth in Article VI shall be true and correct on and as of the date on which such Incremental Commitments are to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (iii) the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four (4) fiscal quarters most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b) after giving effect to any Incremental Commitments on a Pro Forma Basis (assuming all Loans available under such Incremental Commitments had been outstanding as of the last day of such period); (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 (or if less, the entire remaining amount available for such institution) and shall be in an increment of $1,000,000 (provided that or such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under lesser amounts as agreed by the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowAdministrative Agent); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed such Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitment, the aggregate principal amount of the all Incremental Term Loans and Incremental Revolving Loan Commitments effected pursuant to this Section 2.16 shall not exceed $125,000,000; (vi) receipt by the sum Administrative Agent of (A) an amount equal such resolutions of the board of directors of the Loan Parties and opinions of counsel to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited Loan Parties as it may reasonably request relating to the extent of the actual purchase price paid in cash in connection with organizational authority for such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” Commitment increase and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds enforceability thereof and any other pro forma adjustments shall be included) matters relevant thereto, and (cB) such amendments to the incurrence Collateral Documents as may be reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent (including by assumption or guaranteevii) of any Indebtedness in respect of such other conditions as the Revolving Credit Facility (and/or any Borrower, each Lender providing such Incremental Revolving Loan Commitments) prior to, or simultaneously with, Commitments and the event for which the Pro Forma Compliance determination of such ratio or other test is being made, Administrative Agent shall be disregardedagree.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Default or Event of Default shall exist after giving effect to such Incremental CommitmentsCommitments and Incremental Loans made pursuant thereto on the Incremental Facility Closing Date; (ii) [reserved]after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02(i) shall be deemed to refer to the effective date of such Incremental Amendment); provided that for purposes of satisfying Section 4.02(i), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loans are used to consummate a Permitted Acquisition; (iii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) 15,000,000 if such amount represents all remaining availability under the limit set forth in the following clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below); (iv) [reserved]); and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an (1) $220,000,000 minus (2) the aggregate amount equal of all secured Permitted Ratio Debt incurred by the Borrower and its Restricted Subsidiaries pursuant to Section 7.03(s) minus (3) the Starter Basket plus aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Closing Date and (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (is no more than 4.00 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02applicable Incremental Facility Closing Date, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to after giving effect to any such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time incurrence on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as excluding from clause (x) of the end definition of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) Consolidated First Lien Net Leverage Ratio the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedLoans.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject (x) if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, no Event of Default under Sections 8.01(a) or, solely with respect to any Borrower, Section 1.088.01 (f), shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; (ii) after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); provided that if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, there shall be no requirement to satisfy any or all conditions of Section 4.02(i), instead, the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations, in each case, subject to the provisions set forth herein in connection with Limited Condition Transactions; provided, further, that the Incremental Lenders providing such Incremental Commitments may waive the requirement regarding the accuracy of Specified Representations; (iii) [reserved]; (iiiiv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment increments of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.14(d)(v)) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment increments of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.14(d)(v)); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans and the Incremental Revolving Loan Credit Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket Incremental Base Amount plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Loans, Incremental Equivalent Debt, First Lien Debt and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi2.05(a)(v) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash for such Loans purchased or retired in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirementsretirements of Incremental Term Loans and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Incremental Revolving Credit Commitments, in each case other than to the extent such prepayments are made Incremental Term Loans and Incremental Revolving Credit Commitments were obtained pursuant to clause (C) below or to the extent funded with the proceeds a contemporaneous incurrence of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans)), plus (C) up additional amounts (including at any time prior to an additional amount the utilization of Incremental Term Loans and/or Incremental Revolving Loan Commitments amounts under clauses (A) and (B) above) so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that if such Indebtedness is secured by a Lien on the Collateral on a pari passu basis with the ObligationsLiens securing the Initial Term Loans, the Consolidated First Lien Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed (x) 3.75 to 1.00 or (y) in the case of any such Indebtedness being applied to finance a Permitted Acquisition or other similar Investment not prohibited hereunder, the Consolidated First Lien Net Leverage Ratio immediately prior to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment, (2) if such Indebtedness is secured by the Collateral on a junior lien basis to the Liens securing the Initial Term Loans, the Consolidated Secured Net Leverage Ratio, determined on a Pro Forma Basis in accordance with Section 1.09) as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed 5.00:1.00 (x) 4.75 to 1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans such Indebtedness being applied to finance a Permitted Acquisition or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligationsother similar Investment not prohibited hereunder, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in immediately prior to the case incurrence of such Indebtedness incurred to consummate and consummation of such Permitted Acquisition or other Investment and (3) if such Indebtedness is unsecured (or not secured by any Investment permitted under Section 7.02portion of the Collateral), the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) either (I) the Consolidated Total Net Leverage Ratio (Ratio, determined on a Pro Forma Basis in accordance with Section 1.09) as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed 6.90:1.00 (x) 5.25 to 1.00 or (IIy) in the case of any such Indebtedness incurred being applied to consummate any finance a Permitted Acquisition or other similar Investment permitted under Section 7.02not prohibited hereunder, the Consolidated Total Net Leverage Ratio immediately prior to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment or (II) the Consolidated Interest Coverage Ratio, determined on a Pro Forma Basis in accordance with Section 1.09) does as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, is not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than (x) 2.00 to 1.00 or (IIy) in the case of any such Indebtedness incurred being applied to consummate any finance a Permitted Acquisition or other similar Investment permitted under Section 7.02not prohibited hereunder, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio immediately prior to giving effect to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other similar Investment (the amounts under the foregoing clauses (A) and/or and (B) are herein referred to as the “Free and Clear Incremental Amount,” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Incurrence-Based Incremental Amount.” (the Free and Clear Incremental Amount, together with the Incurrence-Based Incremental Amount, less the aggregate principal amount of Indebtedness incurred pursuant to Section 7.03(q) and Section 7.03(w) at or prior to such time, are herein referred to as the “Available Incremental Amount”)); and (vi) such other conditions as the Lead Borrower and each Incremental Lender providing such Incremental Commitments shall agree. The Lead Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Lead Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Lead Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan CommitmentsFacility, such reclassification shall be deemed to have automatically occurred whether or not elected by the Lead Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments Facility then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility shall be excluded from any calculation of “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments Facility can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments Pro Forma Adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) or repayment of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan CommitmentsFacility and any other revolving facilities included in such calculation) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall and/or any incurrence of Indebtedness under the Revolving Credit Facility or any other revolving facility that is used to finance working capital needs of the Lead Borrower and its Restricted Subsidiaries (as reasonably determined by the Lead Borrower) shall, in each case, be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided, that such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(iii) and, in connection with any Incremental Commitment, the primary purpose of which is to finance a Permitted Acquisition, a waiver in full or in part of the conditions set forth in clauses (i) and (ii) (other than with respect to any Event of Default under Section 8.01(a) or (f)) of Section 4.02; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.14(d)(iii)); (iviii) [reserved]; and (vA) at the time of and after giving effect Pro Forma Effect to both (x) the effectiveness making of Incremental Loans (assuming a borrowing of the maximum amount of Loans available thereunder) under such Incremental Amendment and (y) any proposed Specified Transactions consummated in connection therewith, (1) if such Incremental Term Loans are secured, the Secured Net Leverage Ratio does not exceed 6.254.20:1.00 or (2) if such Incremental Revolving Loan CommitmentsLoans are unsecured, the Total Net Leverage Ratio does not exceed 6.254.20:1.00 or (B) together with the Incremental Loans made under such Incremental Amendment, the aggregate principal amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus made under this clause (B) (plus the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans First Lien Incremental Usage Amount and Incremental Equivalent DebtDebt incurred in reliance on clause (i)(B) of Section 2.14(h)) does not exceed (i) $85,000,000 (provided, all that suchamount shall not be reduced by the Term B-2 Loans, Additional Commitments (asdefined in First Lien Credit Agreement Amendment No. 1) or the 2016 First Lien Incremental Loan (as defined in Amendment No. 1)), following the Amendment No. 2 Effective Date, (i) $42,600,000 plus (ii) the principal amount of any voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with following the Incremental Facility Closing Amendment No. 2 Effective Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are not made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term First Lien Revolving Credit Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance extensions of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing credit under any such Incremental Term Loans other revolving credit or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, similar facility) plus (x) (1iii) in the case of any Incremental Term Commitment established after the Amendment No. 2 Effective Date that effectively extends the Maturity Date or any other maturity date with respect to any Class of Loans or Incremental Revolving Loan Commitments hereunder, an amount equal to the portion of the relevant Class of Loans or Commitments that will be replaced by such Incremental Commitments provided, that, it is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness understood that Incremental Loans may be incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses either clause (A) and/or or clause (B) are herein referred to as selected by the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereofin its sole discretion, and including by designating any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments in excess of an amount permitted to be incurred in reliance on under clause (A) at the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, of such incurrence as incurred under clause (B)); and (iv) to the Incurrence-Based extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Amount if Lenders are provided with the Borrower meets benefit of the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedDocuments.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject after giving effect to Section 1.08such Incremental Commitments, no Event of Default shall exist and be continuing or would immediately result from such proposed Incremental Commitment or from the application of the proceeds therefrom; provided that if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption, there shall be no requirement to satisfy any or all such conditions except that the requirement that no Payment or Bankruptcy Default with respect to the Borrower shall have occurred and be continuing or would exist after giving effect to such Incremental CommitmentsCommitments shall not be omitted or waived without the consent of the Required Lenders; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause subsection (viii) below) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause subsection (viii) below); (iviii) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and the Incremental Revolving Loan Commitments shall not exceed Credit Commitments, together with the sum of (A) an amount equal to the Starter Basket plus (B) the aggregate amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date Debt (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(lany unused commitments thereunder), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to any Incremental Super Priority Revolving Facility, shall not exceed the extent such prepayments are made with sum of, at the proceeds time of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness determination, (other than revolving loans)I) the Base Incremental Amount, plus (CII) up an aggregate principal amount equal to an additional the maximum amount (if any) of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, Facilities: (x) (1A) in the case of any Incremental Facility that is secured, in whole or in part, by first priority liens that are pari passu with the liens securing the Initial Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral assets of the Loan Parties, that could be established or incurred without causing the Net First Lien Leverage Ratio as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, on a pari passu pro forma basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such InvestmentIncremental Facility (but without netting the cash proceeds of such incurrence from the calculation of the Net First Lien Leverage Ratio) and any related acquisitions or investments consummated in connection therewith and any repayment of indebtedness and all other appropriate pro forma adjustments, to exceed 4.25:1.00; (y) (1B) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility that is secured secured, in whole or in part, by a Lien on the Collateral on a basis liens that are junior to the Obligationsliens securing the Initial Term Loans on the assets of the Loan Parties, that could be established or incurred without causing the Consolidated Net Senior Secured Net Leverage Ratio (determined as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to pro forma basis giving effect to such Investment Incremental Facility (zbut without netting the cash proceeds of such incurrence from the calculation of the Net Senior Secured Leverage Ratio) and any related acquisitions or investments consummated in connection therewith and any repayment of indebtedness and all other appropriate pro forma adjustments, to exceed 4.50:1.00; (C) in the case of any unsecured Incremental Term Loans or Incremental Revolving Loan Commitments Facilities, that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated greater of (x) the maximum amount that could be established or incurred that would not cause the Net Total Net Leverage Ratio prior to as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, on a pro forma basis giving effect to such InvestmentIncremental Facility (but without netting the cash proceeds of such incurrence from the calculation of the Net Total Leverage Ratio) and any related acquisitions or investments consummated in connection therewith and any repayment of indebtedness and all other appropriate pro forma adjustments, or to exceed 5.00:1.00 and (y) (1) prior to consummation of the WBR Specified Transaction, $0, and (2) (I) from and after consummation of the Consolidated Interest WBR Specified Transaction, the maximum amount that could be established or incurred that would not cause the Debt Service Coverage Ratio (determined as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to pro forma basis giving effect to such Investment Incremental Facility and any related acquisitions or investments consummated in connection therewith and any repayment of indebtedness and all other appropriate pro forma adjustments to be less than 2.00:1.00; or (D) (x) to the extent used to refinance or assume existing indebtedness of the WaterBridge Consolidated Group in connection with the WBR Specified Transaction and/or (y) to redeem WBR Specified Preferred Equity in full or in part, that could be established or incurred without causing the Net First Lien Leverage Ratio as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available for each of the Borrower (or Parent, prior to exercise of the Borrower Audit Election) and its subsidiaries and WaterBridge NDB Operating and its subsidiaries, on a pro forma basis giving effect to such Incremental Facility (but without netting the cash proceeds of such incurrence from the calculation of the Net First Lien Leverage Ratio) and any related acquisitions or investments consummated in connection therewith, including, the WBR Specified Transaction, and any repayment of indebtedness and all other appropriate pro forma adjustments, to exceed 5.00:1.00; provided that, after giving effect to any Incremental Facility incurred pursuant to the foregoing clause (x) and after giving pro forma effect to the WBR Specified Transaction, ▇▇▇▇▇’▇ and S&P shall have provided a ratings reaffirmation of the public corporate family ratings for the Borrower or public ratings of the Facility (or long term senior secured indebtedness of the Borrower). The amounts under the foregoing clauses clause (A) and/or (BII) are herein referred to as the “Free and Clear Incurrence-Based Incremental Amount” (the Base Incremental Amount and the amounts under Incurrence-Based Incremental Amount, less the foregoing clause (Caggregate principal amount of Indebtedness incurred pursuant to this Section 2.13 and Section 7.03(q) at or prior to such time, are herein referred to as the “Incurrence Based Incremental Availability Amount.” ”); (iv) such other conditions as the Borrower, each Incremental Lender providing such Incremental Commitments, and the Administrative Agent shall agree. The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Base Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility incurred in reliance on the Free and Clear Base Incremental Amount shall may be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of in any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan CommitmentsFacility, such reclassification shall be deemed to have automatically occurred whether or if not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (aA) it shall be assumed that all commitments under any Incremental Revolving Loan Credit Commitments then being established are fully drawn, (bB) the cash proceeds of any Incremental Term Loans Facility or Incremental Revolving Loan Commitments Equivalent Debt, as applicable, shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments Facility can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments Pro Forma Adjustments shall be included) and (cC) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject (x) if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, no Event of Default under Sections 8.01(a) or, solely with respect to Holdings and the Lead Borrower, Section 1.088.01(f) shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; (ii) after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); provided that if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, there shall be no requirement to satisfy any or all conditions of Section 4.02(i), instead, the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations, in each case, subject to the provisions set forth herein in connection with Specified Transactions; provided, further, that the Incremental Lenders providing such Incremental Commitments may waive the requirement regarding the accuracy of Specified Representations; (iii) [reservedReserved]; (iiiiv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment increments of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.14(d)(v)) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment increments of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.14(d)(v)); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans and the Incremental Revolving Loan Credit Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket Incremental Base Amount plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Loans, Incremental Equivalent Debt, First Lien Debt and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi2.05(a)(v) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash for such Loans purchased or retired in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made funded with the proceeds a contemporaneous incurrence of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans) (excluding (1) voluntary prepayments, repurchases, redemptions and other retirements of Incremental Term Loans and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding, voluntary permanent reductions of Incremental Revolving Credit Commitments (2) Incremental Revolving Credit Commitments and (3) Incremental Equivalent First Lien Debt, in each case to the extent such Incremental Term Loans, Revolving Credit Commitments and/or Incremental Equivalent First Lien Debt were obtained pursuant to clause (C) below), plus (C) up additional amounts (including at any time prior to an additional amount the utilization of Incremental Term Loans and/or Incremental Revolving Loan Commitments amounts under clauses (A) and (B) above) so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that if such Indebtedness is secured by a Lien on the Collateral on a pari passu basis with the ObligationsLiens securing the Initial Term Loans, the Consolidated First Lien Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed 2.25 to 1.00, (2) if such Indebtedness is secured by the Collateral on a junior Lien basis to the Liens securing the Initial Term Loans, the Consolidated Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed 4.00 to 1.00 and (3) if such Indebtedness is unsecured, the Consolidated Fixed Charge Coverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, is not less than 2.00 to 1.00; provided, that the requirements of this clause (C) shall be deemed satisfied if in the case of any such Indebtedness being applied to finance a Permitted Acquisition or other similar Investment not prohibited hereunder, the Consolidated First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Fixed Charge Coverage Ratio, as applicable, would be no greater than the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis junior to with the ObligationsLiens securing the Term Loans), no greater than the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, secured by the Consolidated Secured Net Leverage Ratio (determined Collateral on a Pro Forma Basis in accordance with Section 1.09junior lien basis to the Liens securing the Term Loans) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Fixed Charge Coverage Ratio (in all other cases), as applicable, immediately prior to giving effect to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment (the amounts under the foregoing clauses (A) and/or and (B) are herein referred to as the “Free and Clear Incremental Amount,” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Incurrence-Based Incremental Amount.” (the Free and Clear Incremental Amount, together with the Incurrence-Based Incremental Amount, less the aggregate principal amount of Indebtedness incurred pursuant to Section 7.03(q) at or prior to such time, are herein referred to as the “Available Incremental Amount”)); (vi) such other conditions as the Borrowers, each Incremental Lender providing such Incremental Commitments and the Administrative Agent shall agree. The Borrower Borrowers may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower Borrowers may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the applicable Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan CommitmentsFacility, such reclassification shall may be deemed to have automatically occurred whether or not elected by the Borroweroccurred. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments Facility then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility shall be excluded from any calculation of “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments Facility can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments Pro Forma Adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) or repayment of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan CommitmentsFacility and any other revolving facilities included in such calculation) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, made shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Default or Event of Default shall exist after giving effect to such Incremental CommitmentsCommitments and Incremental Loans made pursuant thereto on the Incremental Facility Closing Date; (ii) [reserved]after giving effect to such Incremental Commitments, the conditions of Section 4.02(a) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02(a) shall be deemed to refer to the effective date of such Incremental Amendment); provided that, for purposes of satisfying Section 4.02(a), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loan are being used to consummate a Permitted Acquisition; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and and, if greater than $5,000,000 shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowthe next sentence);; and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments (other than Refinancing Term Loans) shall not exceed the sum of (A) an (1) $25,000,000 minus (2) the aggregate amount equal to of incremental commitments that shall have become effective under the Starter Basket plus ABL Facility after the Closing Date and (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments not to exceed $25,000,000 so long as on both (x) the Senior Secured Net Leverage Ratio is no more than 3.00 to 1.00 and (y) Consolidated EBITDA of the Borrower is greater than $50,000,000, in each case, as of the date last day of the incurrence most recently ended period of such four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis Facility Closing Date, after giving effect to each any such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as excluding from clause (x) of the end definition of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) Consolidated Senior Secured Net Debt the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedLoans.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 2.2 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 2.2 shall be deemed to refer to the Incremental Amendment Date); provided, that, such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 2.2(c) and, in connection with any Incremental Commitment, the primary purpose of which is to finance a Permitted Acquisition, a waiver in full or in part of the conditions set forth in clauses (a) and (b) (other than with respect to any Event of Default under Section 7.1(a) or (f)) of Section 2.2; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause Section 1.12(d)(iii)) and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (vprovided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 1.12(d)(iii)); provided that the aggregate amount of all Revolving Commitment Increases consummated under this Section 1.12 shall not exceed $125,000,000100,000,000; (iii) below);solely in the case of the making of Incremental Term Loans, after giving Pro Forma Effect to both (A) the making of Incremental Term Loans under such Incremental Amendment and (B) any Specified Transactions consummated in connection therewith, the Asset Coverage Ratio for the most recently ended Test Period shall be greater than the greater of (x) 1.50:1.00 and (y) the ratio as set forth in Section 6.1 hereof for the most recently ended Test Period; and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitmentsextent reasonably requested by the Administrative Agent, receipt by the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum Administrative Agent of (A) an amount equal customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Starter Basket plus Administrative Agent and (B) reaffirmation agreements and/or such amendments to the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous Lenders are provided with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders benefit of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountDocuments.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, Amendment and the Incremental Commitments thereunder, thereunder shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to the proviso set forth in Section 1.085.02(b), no Default or Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; (ii) [reserved]the representations and warranties set forth in Article VI shall be true and correct as and to the extent set forth in Section 5.02; (iii) each the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the last day of the period of four fiscal quarters of the Borrower most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b) (or, prior to the first such delivery, the financial statements for the fiscal quarter ended [March 31], 2021) after giving effect to any Incremental Commitments on a Pro Forma Basis (assuming all Loans available under such Incremental Commitments had been outstanding as of the last day of such period and calculated without netting the proceeds of such Incremental Commitments from Consolidated Funded Indebtedness); provided, that, in the case of an Incremental Term Loan the proceeds of which are used to fund, in whole or in part, the purchase price of a Limited Condition Acquisition, receipt of such Pro Forma Compliance Certificate may be satisfied in accordance with Section 1.03(e), at the option of the Borrower, on the applicable LCA Test Date for such Limited Condition Acquisition; (iv) the aggregate Incremental Commitments for any Revolving Commitment Increase or any other Class of Incremental Term Loan shall be in an aggregate principal amount that is not less than $10,000,000 (or if less, the entire remaining amount available for such institution) and shall be in an increment of $1,000,000 (provided that or such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under lesser amounts as agreed by the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowAdministrative Agent); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness establishment of any proposed such Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the all Incremental Term Loans and Incremental Revolving Loan Commitments effected pursuant to this Section 2.16 shall not exceed the sum of (A) an amount equal to the Starter Basket $150,000,000 plus (B) the an unlimited amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Secured Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time calculated on a Pro Forma Basis, assuming that any such Incremental Commitments are fully drawn and if any applicable ratio for without netting the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence cash proceeds of such Incremental Term Loans Commitment from Consolidated Funded Indebtedness) is less than or equal to 2.25:1.00; (vi) receipt by the Administrative Agent of (A) such resolutions of the board of directors of the Loan Parties, opinions of counsel to the Loan Parties and other customary documents as it may reasonably request relating to the organizational authority for the establishment of such Incremental Revolving Loan CommitmentsCommitments and the enforceability thereof and any other matters relevant thereto, and (B) such reclassification amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent; (vii) such other conditions as the Borrower, each Lender providing any such Incremental Commitment and the Administrative Agent shall agree. For purposes of calculating the aggregate principal amount of all Incremental Commitments pursuant to Section 2.16(d)(v), the Borrower may elect to establish such Incremental Commitments in reliance on Section 2.16(d)(v)(A) or Section 2.16(d)(v)(B) in any order or concurrently. If in connection with the establishment of any Incremental Commitments the Borrower is able to establish such Incremental Commitments in reliance on either of Section 2.16(d)(v)(A) or Section 2.16(d)(v)(B), and the Borrower does not notify the Administrative Agent as to which section such Incremental Commitments are being established make an election as to which section such Incremental Commitments are being established, the Borrower will be deemed to have automatically occurred whether or not elected by established such Incremental Commitments in reliance on Section 2.16(d)(v)(B). If the Borrower. For Borrower establishes Incremental Commitments in reliance on Section 2.16(d)(v)(A) concurrently with the establishment of Incremental Commitments in reliance on Section 2.16(d)(v)(B), the amount of any such Incremental Commitments established in reliance on Section 2.16(d)(v)(A) shall be disregarded for purposes of calculating the Consolidated Secured Leverage Ratio in connection with determining Pro Forma Compliance and any testing the permissibility of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds amount of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can that may be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness established at such time in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedreliance on Section 2.16(d)(v)(B).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 5.00:1.00,1.00 or (2y2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the 6.90:1.00the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Term Loan Commitments or Incremental Revolving Credit Commitments thereunder, shall be subject to the satisfaction (or waiver) on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: conditions (i) in each case, subject to Section 1.08, 1.02(i)): i. no Event of Default under Section 8.01(a), (f) or (g) shall exist and be continuing immediately after giving effect to such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments; (ii) [reserved]; (iii) . each Incremental Term Loan Commitment shall be in an aggregate principal amount that is not less than $10,000,000 1,000,000 and shall be in an increment of $1,000,000 250,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of 1,000,000 or $1,000,000) 250,000, as applicable, if such amount represents all remaining availability under the limit set forth in clause (viii) below) and each Incremental Revolving Loan Commitment shall be below or such smaller amount as the Administrative Agent may agree in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowits sole discretion); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, iii. the aggregate principal amount of the Incremental Term Loans and Incremental Revolving Loan Commitments Facilities Incurred following the Closing Date shall not exceed the sum of of: (A) an amount equal to the Starter Basket plus greater of (x) $105,500,000 and (y) 100% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable calculated on a Pro Forma Basis, minus the aggregate principal amount of Indebtedness Incurred pursuant to (i) clause (A) of Section 2.15(a), (ii) clause (A) of Section 7.01(b) and (iii) clause (A) of Section 7.01(o) (the “Fixed Incremental Amount”); plus (B) an unlimited amount so long as, (x) to the amount extent such Indebtedness is secured by a Lien on the Collateral on a pari passu basis to the Lien securing the Initial Term Loans, would not cause the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis, without netting any portion of all prior voluntary prepaymentsthe cash proceeds of such Incremental Facility then being incurred and without giving effect to any concurrent or substantially concurrent Revolving Credit Borrowing or Borrowing in reliance on the Fixed Incremental Amount) to exceed 4.75 to 1.00, repurchases(y) to the extent such Indebtedness is secured by a Lien on the Collateral on a junior basis to the Lien securing the Initial Term Loans, redemptions would not cause the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis, without netting any portion of the cash proceeds of such Incremental Facility then being incurred and other retirements of Term Loans and without giving effect to any concurrent or substantially concurrent Revolving Credit Borrowing or Borrowing in reliance on the Fixed Incremental Amount) to exceed 5.00 to 1.00 or (z) to the extent such Indebtedness is unsecured (or, solely with respect to Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied is secured by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class a Lien on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(viassets not constituting Collateral) or constitutes Disqualified Equity Interests, would not cause the Consolidated Total Net Leverage Ratio (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments determined on a Pro Forma Basis after giving effect to each such incurrence and/or issuance without netting any portion of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans Facility then being incurred and without giving effect to any concurrent, or substantially concurrent Revolving Credit Borrowing or Borrowing in reliance on the Fixed Incremental Amount) to exceed 5.50 to 1.00; provided such ratio shall be calculated only at the time the relevant commitment is established, subject to Section 1.11 and Section 2.14(e)(i)(G), assuming any Incremental Revolving Loan Commitments Commitment were fully drawn on the effective date thereof (and not applied promptly for thereafter testing at the specified transaction time of any subsequent drawing); provided, further, that to the extent the proceeds thereof are used to repay Indebtedness, Pro Forma Effect shall be given to such repayment of Indebtedness (such amounts described in connection with such incurrence upon receipt thereofthis clause (B), collectively, the “Incremental Ratio Amount”); plus (C) an amount equal to the sum, without duplication, of (x) (1) in the case of an Incremental Facility that serves to effectively extend the maturity of the Term Loans, the Revolving Credit Facility and/or any other Incremental Facilities, any other Loans under this Agreement, any Incremental Term Loans or Incremental Revolving Loan Commitments Equivalent Debt, any Ratio Debt, any Specified Refinancing Debt, Refinancing Indebtedness, any Refinancing Notes and/or any Permitted Refinancing of any of the foregoing, in each case, that is secured by a Lien on the Collateral on a pari passu basis with the ObligationsTerm Loans (such debt, collectively, “Specified Debt”), an amount equal to the portion of such Specified Debt to be replaced with such Incremental Facility and (y) all (1) voluntary prepayments (including pursuant to Section 2.05(a)), debt buybacks (including, for the avoidance of doubt, “yank-a-bank” provisions pursuant to Section 3.08), purchases (including, for the avoidance of doubt, “open market purchases”), payments or optional redemptions of Term Loans (on a pro rata or non-pro rata basis) made pursuant to Section 2.05(a) or Section 10.07(j) or of other Indebtedness incurred pursuant to clause (A) above or clause (A) of Section 7.01(b) (in the case of a repurchase at discount, in an amount of the face amount of such Indebtedness to be prepaid or repurchased) and (2) permanent voluntary commitment reductions or terminations of the Revolving Credit Facility or any other revolving facility incurred pursuant to the Fixed Incremental Amount or clause (A) of Section 7.01(b) (in each case of clauses (1) and (2), (I) solely to the extent such Indebtedness was secured on a pari passu basis with the Initial Term Loans and (II) including any substantially concurrent prepayment, redemption, reduction, termination, buy-back or purchase, other than to the extent funded with (A) proceeds of long-term Indebtedness (other than revolving Indebtedness) or (B) proceeds of Indebtedness incurred pursuant to the Fixed Incremental Amount or clause (A) of Section 7.01(b)) (such amounts described in clause (C)(y), collectively, the “Prepay Incremental Amount”); provided, that, it is understood that (x) the Incremental Ratio Amount (to the extent compliant therewith) shall be deemed to have been used prior to utilization of the Fixed Incremental Amount and the Prepay Incremental Amount, and the Prepay Incremental Amount shall be deemed to have been used prior to utilization of the Fixed Incremental Amount, (y) Indebtedness may be incurred under (1) the Fixed Incremental Amount and the Incremental Ratio Amount, (2) the Incremental Ratio Amount and the Prepay Incremental Amount or (3) the Fixed Incremental Amount, the Incremental Ratio Amount and the Prepay Incremental Amount, and proceeds from any such incurrence under such clauses may be utilized in a single transaction by first calculating the incurrence under the Incremental Ratio Amount and then calculating the incurrence under the Fixed Incremental Amount or the Prepay Incremental Amount and, for the avoidance of doubt, any such incurrence under the Fixed Incremental Amount or the Prepay Incremental Amount shall not be given Pro Forma Effect for purposes of determining the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02Ratio, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the and Consolidated Total Net Leverage Ratio, as applicable, for purposes of effectuating the incurrence under the Incremental Ratio Amount in such single transaction and (determined on a Pro Forma Basis in accordance with Section 1.09z) does not exceed 6.90:1.00 any such Indebtedness originally incurred pursuant to the Fixed Incremental Amount or (II) the Prepay Incremental Amount shall automatically be deemed redesignated as incurred pursuant to the Incremental Ratio Amount if, at any time following the incurrence of such Indebtedness, such incurrence would be permitted in the case aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the ability to incur Indebtedness pursuant to the Fixed Incremental Amount or the Prepay Incremental Amount as of the date of such redesignation by the amount of such Indebtedness incurred to consummate any Investment permitted under Section 7.02so redesignated)) (the provisions set forth in this proviso, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does “Incremental Allocation Standards”); provided, that the aggregate principal amount of Incremental Revolving Credit Commitments incurred hereunder shall not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate $50,000,000 at any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amounttime outstanding.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided, that such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(iii) and, in connection with any Incremental Commitment, the primary purpose of which is to finance a Permitted Acquisition, a waiver in full or in part of the conditions set forth in clauses (i) and (ii) (other than with respect to any Event of Default under Section 8.01(a) or (f)) of Section 4.02; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.14(d)(iii)); (iviii) [reserved]; and (vA) at the time of and after giving effect Pro Forma Effect to both (x) the effectiveness making of Incremental Loans (assuming a borrowing of the maximum amount of Loans available thereunder) under such Incremental Amendment and (y) any proposed Specified Transactions consummated in connection therewith, (1) if such Incremental Term Loans are secured, the Secured Net Leverage Ratio does not exceed 6.25:1.00 or (2) if such Incremental Revolving Loan CommitmentsLoans are unsecured, the Total Net Leverage Ratio does not exceed 6.25:1.00 or (B) together with the Incremental Loans made under such Incremental Amendment, the aggregate principal amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus made under this clause (B) (plus the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans First Lien Incremental Usage Amount and Incremental Equivalent Debt, all Debt incurred in reliance on clause (i)(B) of Section 2.14(h)) does not exceed (i) $85,000,000 plus (ii) the principal amount of any voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are not made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term First Lien Revolving Credit Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance extensions of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing credit under any such Incremental Term Loans other revolving credit or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, similar facility) plus (x) (1iii) in the case of any Incremental Term Commitment that effectively extends the Maturity Date or any other maturity date with respect to any Class of Loans or Incremental Revolving Loan Commitments hereunder, an amount equal to the portion of the relevant Class of Loans or Commitments that will be replaced by such Incremental Commitments provided, that, it is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness understood that Incremental Loans may be incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses either clause (A) and/or or clause (B) are herein referred to as selected by the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereofin its sole discretion, and including by designating any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments in excess of an amount permitted to be incurred in reliance on under clause (A) at the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, of such incurrence as incurred under clause (B)); and (iv) to the Incurrence-Based extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Amount if Lenders are provided with the Borrower meets benefit of the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedDocuments.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Default or Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; provided further that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition permitted by this Agreement, this clause (ii) (other than with respect to the Specified Representations as they relate to the target of such acquisition (conformed as reasonably necessary for such acquisition)) may be waived or omitted by Incremental Lenders holding more than 50% of the aggregate Incremental Commitments under such Incremental Amendment; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (viv) belowof this Section 2.14(d)) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) 10,000,000 if such amount represents all remaining availability under the limit set forth in clause (viv) belowof this Section 2.14(d)); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans Loans, the Incremental Revolving Credit Commitments and Incremental Revolving Loan Commitments Equivalent Debt shall not exceed the sum of (A) an $35,000,000 minus (x) the aggregate amount equal to of Incremental Equivalent Debt incurred in reliance on Section 7.03(k)(A)(i)(x) and (y) the Starter Basket Incremental Second Lien Usage Amount plus (B) the amount at its option, additional amounts of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Credit Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereofso long as, (x) (1) in the case of any this clause (B) only, (1) with respect to Incremental Term Loans or Loans, Incremental Revolving Loan Credit Commitments that is secured by a Lien on the Collateral on a pari passu basis with the ObligationsTerm B Loans and the Revolving Credit Facility, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or is no more than 4.00 to 1.00 and (2) in the case of such Indebtedness incurred with respect to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or and/or Incremental Revolving Loan Credit Commitments that is are secured by a Lien on the Collateral on a junior basis junior to the ObligationsTerm B Loans and the Revolving Credit Facility, the Consolidated Secured Net Total Leverage Ratio (determined on a Pro Forma Basis is no more than 6.00 to 1.00, in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in each case as of the case last day of such Indebtedness incurred to consummate any Investment permitted under Section 7.02the Test Period most recently ended, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to after giving effect to any such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time incurrence on a Pro Forma Basis, and if and, in each case, (x) with respect to any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on Revolving Credit Commitment, assuming a Pro Forma Basis as borrowing of the end maximum amount of any subsequent fiscal quarter after Loans available thereunder and (y) the initial incurrence of cash proceeds from such Incremental Term Loans or and Incremental Revolving Loan Commitments, such reclassification Loans shall not be deemed to have automatically occurred whether or not elected by the Borrower. For netted against Indebtedness for purposes of determining Pro Forma Compliance and any testing the calculation of any ratios in First Lien Leverage Ratio or Total Leverage Ratio, as applicable, related to such incurrence); (A) the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under aggregate amount of any Incremental Revolving Loan Commitments then being established are fully drawnCredit Commitments, (b) the cash proceeds of any Incremental Term Loans or when taken together with all other Incremental Revolving Loan Credit Commitments to date, shall not exceed an amount equal to fifty percent (50%) of Consolidated EBITDA for the most recent period of four (4) consecutive fiscal quarters for which financial statements are internally available and (B) unless otherwise agreed by the Administrative Agent in its reasonable discretion, there shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and no more than three tranches at any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of time outstanding under the Revolving Credit Facility (and/or any and Incremental Revolving Loan Credit Commitments; and (vi) prior tosuch other conditions as the Borrower, or simultaneously with, each Incremental Lender providing such Incremental Commitments and the event for which the Pro Forma Compliance determination of such ratio or other test is being made, Administrative Agent shall be disregardedagree.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions, which in the case of an Incremental Term Loan to be used to finance a Limited Condition Acquisition, shall be subject to Section 1.12: (i) subject to Section 1.08, no Default or Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belownext sentence); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans and the Revolving Commitment Increases (together with the aggregate amount of Incremental Revolving Loan Commitments Equivalent Debt incurred pursuant to Section 7.03(s)) incurred after the Closing Date shall not exceed the sum of (A) an amount equal $425,000,000 in the aggregate pursuant to the Starter Basket plus this clause (A) or (B) the amount of all prior voluntary prepaymentsat its option, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or or Revolving Commitment Increases (and Incremental Revolving Loan Commitments Equivalent Debt) so long as on and the Consolidated Senior Secured Net Leverage Ratio is no more than 3.50:1.00 as of the date last day of the Test Period most recently ended for which financial statements have been delivered to the Lenders under Section 6.01(a) and (b), after giving effect to any such incurrence on a Pro Forma Basis (but without giving effect to any use of the proceeds thereof to repay or prepay any revolving Indebtedness, including under the Revolving Credit Facility), and, in each case, with respect to any Revolving Commitment Increase, assuming a borrowing of the maximum amount of Loans available thereunder (such amounts under this clause (A) and (B), the “Available Incremental Amount”); (A) to the extent reasonably requested by the Administrative Agent, the receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Incremental Term Loans or Incremental Revolving Commitments, as applicable, are provided with the benefit of the applicable Loan Documents, and (B) to the extent provided in the applicable Incremental Amendment, such other conditions as the Borrowers and the Lenders providing such Incremental Commitments on a may agree; and (vi) the Company and its Subsidiaries shall be in Pro Forma Basis Compliance with the Financial Covenant after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountCommitments.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided that such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(c) and, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition, a waiver in full or in part of the conditions set forth in Section 4.02(a) (other than the accuracy, to the extent required under Section 4.02(a), of any Specified Representations (as conformed to apply to such acquisition, including giving effect to any certain funds conditions with respect to the Collateral)) and Section 4.02(b) (other than with respect to any Event of Default under Section 8.01(a) or (f)); (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause Section 2.16(d)(iii)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (v) belowprovided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.16(d)(iii)); (iviii) [reserved]; and (vA) at the time of and after giving effect Pro Forma Effect to both (x) the effectiveness making of any proposed Incremental Term Loans or establishment of Incremental Revolving Loan Commitments, Credit Commitments (assuming a borrowing of the aggregate maximum amount of the Loans available thereunder) under such Incremental Term Loans Amendment and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash any Specified Transactions consummated in connection with such “Dutch Auction” or open-market purchasetherewith, (1) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of if such Incremental Term Loans or Incremental Revolving Loan Credit Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a rank pari passu basis in right of security with the Obligations2018 Refinancing Term B Loans and Revolving Credit Loans incurred under the Initial Revolving Credit Commitments, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 2.00:1.00 or (2) in the case of if such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental rank junior in right of security with the 2018 Refinancing Term B Loans and Revolving Loan Commitments that is secured by a Lien on Credit Loans incurred under the Collateral on a basis junior to the ObligationsInitial Revolving Credit Commitments, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.2.00:1.00; or

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, Amendment and the Incremental Commitments thereunder, thereunder shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to the proviso set forth in Section 1.085.02(b), no Default or Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; (ii) [reserved]the representations and warranties set forth in Article VI shall be true and correct as and to the extent set forth in Section 5.02; (iii) each the Administrative Agent shall have received a Pro Forma Compliance Certificate demonstrating that the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the last day of the period of four fiscal quarters of the Borrower most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or 7.01(b) (or, prior to the first such delivery, the financial statements for the fiscal quarter ended March 31, 2021) after giving effect to any Incremental Commitments on a Pro Forma Basis (assuming all Loans available under such Incremental Commitments had been outstanding as of the last day of such period and calculated without netting the proceeds of such Incremental Commitments from Consolidated Funded Indebtedness); provided, that, in the case of an Incremental Term Loan the proceeds of which are used to fund, in whole or in part, the purchase price of a Limited Condition Acquisition, receipt of such Pro Forma Compliance Certificate may be satisfied in accordance with Section 1.03(e), at the option of the Borrower, on the applicable LCA Test Date for such Limited Condition Acquisition; (iv) the aggregate Incremental Commitments for any Revolving Commitment Increase or any other Class of Incremental Term Loan shall be in an aggregate principal amount that is not less than $10,000,000 (or if less, the entire remaining amount available for such institution) and shall be in an increment of $1,000,000 (provided that or such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under lesser amounts as agreed by the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowAdministrative Agent); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness establishment of any proposed such Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the all Incremental Term Loans and Incremental Revolving Loan Commitments effected pursuant to this Section 2.16 shall not exceed the sum of (A) an amount equal to the Starter Basket $150,000,000 plus (B) the an unlimited amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Secured Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time calculated on a Pro Forma Basis, assuming that any such Incremental Commitments are fully drawn and if any applicable ratio for without netting the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence cash proceeds of such Incremental Term Loans Commitment from Consolidated Funded Indebtedness) is less than or equal to 2.25:1.00; (vi) receipt by the Administrative Agent of (A) such resolutions of the board of directors of the Loan Parties, opinions of counsel to the Loan Parties and other customary documents as it may reasonably request relating to the organizational authority for the establishment of such Incremental Revolving Loan CommitmentsCommitments and the enforceability thereof and any other matters relevant thereto, and (B) such reclassification amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent; (vii) such other conditions as the Borrower, each Lender providing any such Incremental Commitment and the Administrative Agent shall agree. For purposes of calculating the aggregate principal amount of all Incremental Commitments pursuant to Section 2.16(d)(v), the Borrower may elect to establish such Incremental Commitments in reliance on Section 2.16(d)(v)(A) or Section 2.16(d)(v)(B) in any order or concurrently. If in connection with the establishment of any Incremental Commitments the Borrower is able to establish such Incremental Commitments in reliance on either of Section 2.16(d)(v)(A) or Section 2.16(d)(v)(B), and the Borrower does not notify the Administrative Agent as to which section such Incremental Commitments are being established make an election as to which section such Incremental Commitments are being established, the Borrower will be deemed to have automatically occurred whether or not elected by established such Incremental Commitments in reliance on Section 2.16(d)(v)(B). If the Borrower. For Borrower establishes Incremental Commitments in reliance on Section 2.16(d)(v)(A) concurrently with the establishment of Incremental Commitments in reliance on Section 2.16(d)(v)(B), the amount of any such Incremental Commitments established in reliance on Section 2.16(d)(v)(A) shall be disregarded for purposes of calculating the Consolidated Secured Leverage Ratio in connection with determining Pro Forma Compliance and any testing the permissibility of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds amount of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can that may be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness established at such time in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedreliance on Section 2.16(d)(v)(B).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: : (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Term Commitments; , the conditions of Section 4.2 shall be satisfied (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.2 shall be deemed to refer to the Incremental Facility Closing Date); provided that the Incremental Lenders party to such Incremental Amendment shall be permitted, in connection with any Incremental Commitment, the primary purpose of which is to finance a Limited Condition Transaction, to (A) reduce any delivery deadline with respect to the condition set forth in Section 4.2(a)(iii) and (B) waive in full or in part any of the conditions set forth in Section 4.2(a)(i) (other than, in connection with a Limited Condition Transaction, the accuracy, to the extent required under Section 4.2(a)(i), of any Specified Representations (unless otherwise waived by the Incremental Lenders party to such Incremental Amendment)) and Section 4.2(a)(ii) (other than with respect to any Event of Default under Section 7.1(a)(1), Section 7.1(a)(7) or Section 7.1(a)(8)); (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause Section 2.9(d)(iii)); (viii) below) and each Incremental Revolving Loan Commitment shall be in an the aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of Incremental Cap; and (Aiv) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of reasonably requested by the actual purchase price paid in cash in connection Administrative Agent, the Administrative Agent shall have received customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with such “Dutch Auction” those delivered on the Closing Date under Section 4.1 or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than otherwise reasonably satisfactory to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountAdministrative Agent.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The Incremental Arranger shall promptly notify the applicable Lenders of the final allocation of such Incremental Term Commitments and the Incremental Amendment Date. The effectiveness of any Incremental Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such has occurred and is continuing on the Incremental CommitmentsAmendment Date; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 1,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) 1,000,000 if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.16(d)(iii)); (iviii) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments outstanding is not to exceed $15,000,000 so long as on and as as, after giving pro forma effect to the making of the date of the incurrence of such Incremental Term Loans or under such Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect Amendment, (1) with respect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations(including, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such without limitation, Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a junior Lien basis junior to the Obligations), the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 is less than or equal to 3.25:1.00 and (2) in the case of such Indebtedness incurred with respect to consummate any Investment permitted under Section 7.02Incremental Term Loans that are unsecured, the Consolidated Secured Net Leverage Ratio is less than or equal to 3.25:1.00; and (determined on a Pro Forma Basis in accordance with Section 1.09iv) does not exceed to the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in extent reasonably requested by the case of any Incremental Arranger, the Administrative Agent or Persons providing the applicable Incremental Term Loans or Loans, receipt by the Administrative Agent and the Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case Arranger of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) and (B) are herein referred reaffirmation agreements and/or such amendments to the documents with respect to Collateral as may be reasonably requested by the “Free and Clear Incremental Amount” Arranger and the amounts under Administrative Agent in order to ensure that such Incremental Lenders are provided with the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion benefit of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedDocuments.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions, which in the case of an Incremental Term Loan to be used to finance a Limited Condition Acquisition, shall be subject to Section 1.12: (i) subject to Section 1.08, no Default or Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belownext sentence); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans and the Revolving Commitment Increases (together with the aggregate amount of Incremental Revolving Loan Commitments Equivalent Debt incurred pursuant to Section 7.03(s)) incurred after the Closing Date shall not exceed the sum of (A) an amount equal $550,000,000 in the aggregate pursuant to the Starter Basket plus this clause (A) or (B) the amount of all prior voluntary prepaymentsat its option, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or or Revolving Commitment Increases (and Incremental Revolving Loan Commitments Equivalent Debt) so long as on and the Consolidated Senior Secured Net Leverage Ratio is no more than 3.00:1.00 as of the date last day of the Test Period most recently ended for which financial statements have been delivered to the Lenders under Section 6.01(a) and (b), after giving effect to any such incurrence on a Pro Forma Basis (but without giving effect to any use of the proceeds thereof to repay or prepay any revolving Indebtedness, including under the Revolving Credit Facility), and, in each case, with respect to any Revolving Commitment Increase, assuming a borrowing of the maximum amount of Loans available thereunder (such amounts under this clause (A) and (B), the “Available Incremental Amount”); (A) to the extent reasonably requested by the Administrative Agent, the receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Incremental Term Loans or Incremental Revolving Commitments, as applicable, are provided with the benefit of the applicable Loan Documents, and (B) to the extent provided in the 193389590_5 applicable Incremental Amendment, such other conditions as the Borrowers and the Lenders providing such Incremental Commitments on a may agree; and (vi) the Company and its Subsidiaries shall be in Pro Forma Basis Compliance with the Financial Covenant after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountCommitments.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness obligations of any the 2014 Incremental Amendment, and the Term Loan Lenders to make 2014 Incremental Commitments thereunder, Term Loans shall be subject to the satisfaction on not become effective until the date of (such Incremental Amendment (date, the “Incremental Facility Closing Amendment Effective Date”) of on which each of the following conditionsconditions is satisfied (or waived in accordance with Section 9.2 of the Credit Agreement): The Administrative Agent shall have received the following: (i) subject counterparts to Section 1.08, no Event this Incremental Amendment signed on behalf of Default shall exist after giving effect to such the Borrower and each 2014 Incremental CommitmentsTerm Loan Lender; (ii) [reserved]a favorable written legal opinion (addressed to the Administrative Agent and the 2014 Incremental Term Loan Lenders and dated the Incremental Amendment Effective Date) of each of (A) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Senior Vice President, General Counsel and Secretary of the Borrower, in form and substance satisfactory to the Administrative Agent and (B) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, in form and substance satisfactory to the Administrative Agent. Each Loan Party hereby requests such counsel to deliver such legal opinions; (iii) such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the entry into this Incremental Term Commitment shall be Amendment by the Borrower and any other legal matters relating to the Loan Parties or this Incremental Amendment, all in an aggregate principal amount that is not less than $10,000,000 form and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under substance satisfactory to the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below)Administrative Agent; (iv) [reserved]a certificate, dated the Incremental Amendment Effective Date and signed by a President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in clauses (a) and (b) of Section 4.2 of the Credit Agreement; (v) all fees and other amounts due and payable on or prior to the Incremental Amendment Effective Date, including, to the extent invoiced at least one Business Day prior to the Incremental Amendment Effective Date, reimbursement or payment of all reasonable out‑of‑pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document; (vi) an Acknowledgement and Consent executed by each Loan Party substantially in the form of Schedule B; and (vvii) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to audited consolidated balance sheet and statements of income, stockholders equity and cash flows of the Starter Basket plus Borrower as of and for the fiscal year ended June 30, 2013, (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders unaudited interim consolidated financial statements of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in Borrower for each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of fiscal quarter ended after the date of the incurrence latest applicable financial statements delivered pursuant to clause (A) of this paragraph as to which such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis financial statements are available and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (xC) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) satisfactory (I) quarterly projections for the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or fourth fiscal quarter of 2014, (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio annual projections for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basisfiscal year ending June 30, and if any applicable ratio 2015, (III) annual projections for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitmentsyear ending June 30, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) 2016 and (cIV) annual projections for the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior tofiscal year ending June 30, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded2017.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject (x) if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, no Event of Default under Sections 8.01(a) or, solely with respect to Holdings and the Borrower, Section 1.088.01(f) shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; (ii) [reserved]after giving effect to such Incremental Commitments, the conditions of Sections 4.01(e) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Sections shall be deemed to refer to the effective date of such Incremental Amendment); provided that if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, there shall be no requirement to satisfy any or all conditions of Section 4.01(e), instead, the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations, in each case, subject to the provisions set forth herein in connection with Limited Condition Transactions; provided, further, that the Incremental Lenders providing such Incremental Commitments may waive the requirement regarding the accuracy of Specified Representations; (iii) [Reserved]; (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowavailability) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit increments set forth in clause (v) below); (iv) [reserved]the Revolving Credit Agreement or as otherwise agreed by the Borrower, the Incremental Lender providing such Incremental Revolving Credit Commitment and the Administrative Agent; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Credit Commitments incurred after the Amendment and Restatement Effective Date shall not exceed the sum of (A) an amount equal to the Starter Basket Incremental Base Amount plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Loans, Incremental Equivalent Debt, all voluntary prepayments First Lien Debt or any other Indebtedness that is secured on a pari passu basis with the Obligations (including any prepayment of the Revolving Credit Loans Facilities or loans under any Incremental Revolving Facility, in each case that is accompanied by a corresponding voluntary permanent reductions of Commitments reduction in respect of such commitments under the Revolving Credit Loans Agreement or such Incremental Revolving Facility) prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi2.05(a)(v) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirementsretirements of Incremental Term Loans and all voluntary prepayments of revolving loans under any Incremental Revolving Facility accompanied by corresponding voluntary permanent reductions of Incremental Revolving Credit Commitments, in each case other than to the extent such prepayments are made Incremental Term Loans and Incremental Revolving Credit Commitments were obtained pursuant to clause (D) below or to the extent funded with the proceeds a contemporaneous incurrence of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus ) minus (C) up to an additional (x) the aggregate amount of Incremental Term Loans Facilities incurred pursuant to the Free and Clear Incremental Amount under and as defined in the Revolving Credit Agreement and (y) the aggregate principal amount of debt incurred under Section 7.03(x) plus (D) additional amounts (including at any time prior to the utilization of amounts under clauses (A) and/or Incremental Revolving Loan Commitments (B) above) so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that if such Indebtedness is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (Ratio, determined on a Pro Forma Basis in accordance with Section 1.09) as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed 5.00:1.00 (x) 4.25 to 1.00 or (2y) in the case of any such Indebtedness incurred to consummate any finance a Permitted Acquisition or other Investment permitted under Section 7.02not prohibited hereunder, the Consolidated First Lien Net Leverage Ratio immediately prior to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment, (2) if such Indebtedness is secured by the Collateral on a junior lien basis to the Liens securing the Obligations, the Secured Leverage Ratio, determined on a Pro Forma Basis in accordance with Section 1.09as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, is either (x) does not exceed the Consolidated First Lien Net Leverage Ratio prior 4.25 to giving effect to such Investment, 1.00 or (y) (1) in the case of any Incremental Term Loans such Indebtedness incurred to finance a Permitted Acquisition or Incremental Revolving Loan Commitments that other Investment not prohibited hereunder, the Secured Leverage Ratio immediately prior to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment and (3) if such Indebtedness is unsecured (or not secured by a Lien on any portion of the Collateral on a basis junior to the ObligationsCollateral), the Consolidated Secured Net Leverage Ratio (Fixed Charge Coverage Ratio, determined on a Pro Forma Basis in accordance with Section 1.09as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, is either not less than (x) does not exceed 5.00:1.00 2.00 to 1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (zy) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any finance a Permitted Acquisition or other Investment permitted under Section 7.02not prohibited hereunder, the Consolidated Total Net Leverage Fixed Charge Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio immediately prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case incurrence of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to and consummation of such Permitted Acquisition or other Investment (the amounts under the foregoing clauses (A) and/or through (BC) are herein referred to as the “Free and Clear Incremental Amount” ”, and the amounts under the foregoing clause (CD) are herein referred to as the “Incurrence Incurrence-Based Incremental Amount.” (the Free and Clear Incremental Amount, together with the Incurrence-Based Incremental Amount, less the aggregate principal amount of Indebtedness incurred pursuant to Section 7.03(x) or Section 7.03(y) are herein referred to as the “Available Incremental Amount”)); provided that no more than $60,000,000 of such Incremental Term Loans and Incremental Revolving Credit Commitments in the aggregate (when taken together with all (i) Incremental Equivalent First Lien Debt and (ii) Incremental Term Loans, Incremental Revolving Commitments and Incremental Equivalent First Lien Debt (each as defined in the Revolving Credit Agreement)), may constitute “Priority Payment Lien Obligations” under the Closing Date Intercreditor Agreement. The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan CommitmentsLoans, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments and any Indebtedness incurred and excluded under clause (b) shall be excluded from in any calculation of “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments Pro Forma Adjustments shall be included) and ), (cb) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan CommitmentsFacility (as defined in the Revolving Credit Agreement) and any other revolving facilities included in such calculation) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, and/or any incurrence of Indebtedness under the Revolving Credit Facilities or any other revolving facility that is used to finance working capital needs of the Borrower and its Restricted Subsidiaries (as reasonably determined by the Borrower) shall, in each case, be disregarded and (c) it shall be disregarded.assumed that all Incremental Revolving Credit Commitments then being established at such time are fully drawn..

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]The representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects (or, to the extent qualified by materiality, in all respects) on the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in material respects as of such earlier date; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) 15,000,000 if such amount represents all remaining availability under the limit set forth in clause (viv) below) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (viv) below);; and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and the Incremental Revolving Loan Credit Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket $150,000,000, plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of (i) if such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the ObligationsRevolving Credit Loans and the Term Loans, the Borrower’s Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not greater than 3.75:1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 6.01(a) or (b), (ii) if such Indebtedness is secured on a junior basis with the Revolving Credit Loans and the Term Loans, the Borrower’s Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not greater than 6.50:1.00 as of the last day of the most recently ended Test Period and (iii) if such Indebtedness is unsecured, the Borrower’s Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.08) is not less than 2.00:1.00 as of the last day of the most recently ended Test Period, plus (C) the amount of (i) all voluntary prepayments of Initial Term Loans and any other pari passu secured Indebtedness permitted under this Agreement (except to the extent funded with the proceeds of any long-term Indebtedness or the Cure Amount) and (ii) all commitment reductions pursuant to Section 2.06, plus (D) if the proceeds of such Incremental Loans are, substantially concurrently with the receipt thereof, to be used by the Borrowers or any Restricted Subsidiary to finance, in whole or in part, a Permitted Acquisition (including, without limitation, for the purpose of (I) providing financing for a previously consummated Permitted Acquisition to the extent not originally consummated with the proceeds of Indebtedness or (II) refinancing Revolving Credit Loans previously applied to consummate such Permitted Acquisition, in each case, within 3 months from the date of the consummation of such Permitted Acquisition), an additional amount so long as (x) such Indebtedness is secured on a pari passu basis with the Revolving Credit Loans and the Term Loans and (y) the Borrower’s Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.08) does is not exceed 5.00:1.00 greater than 4.50:1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements have been delivered to the Lenders pursuant to Section 6.01(a) or (2b), (the amount pursuant to immediately preceding clauses (A), (B), (C) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02and (D), the Consolidated First Lien Net Leverage Ratio (“Incremental Amount”). The Incremental Amount shall be determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence of debt on a Pro Forma Basis Basis, and, in accordance each case, (1) assuming with Section 1.09respect to any Incremental Revolving Credit Commitment, a borrowing of the maximum amount of Loans available thereunder, (2) does not exceed excluding the Consolidated First Lien Net Leverage Ratio prior cash proceeds of any such Incremental Term Loans and/or Incremental Revolving Credit Commitments for the purposes of netting and (3) shall be reduced by the amount of the then outstanding principal amount of any Incremental Equivalent Debt; provided that to giving the extent the proceeds thereof are used to repay Indebtedness or to consummate an acquisition or investment, pro forma effect shall be given to such Investmentrepayment of Indebtedness and the consummation of such acquisition or investment, as applicable; provided further, that when calculating the Incremental Amount (x) the Borrower may reclassify any Incremental Loans incurred pursuant to preceding clause (A) as being incurred pursuant to preceding clause (B) and (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on incurred concurrently pursuant to both preceding clauses (A) and (B), for the Collateral on a basis junior to the Obligations, purpose of calculating the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) and the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09as applicable) does not exceed 6.90:1.00 or pursuant to clause (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02B), the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior amount of Incremental Loans incurred pursuant to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses clause (A) and/or shall not be included in such calculation; provided further, that if the proceeds of such Incremental Loans are, substantially concurrently with the receipt thereof, to be used by the Borrowers or any Restricted Subsidiary to finance, in whole or in part, a Permitted Acquisition, then (x) the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Incremental Facility Closing Date shall be (A) the Specified Representations and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are herein referred material to the interests of the Lenders, but only to the extent that the Borrowers or any other Subsidiary has the right to terminate the obligations of the Borrowers or such other Subsidiary under such acquisition agreement or not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement), and (y) in lieu of the “Free and Clear Incremental Amount” and the amounts under the foregoing requirements of clause (C) are herein referred to as ii), at the “Incurrence Based Incremental Amount.” The Borrower may elect to use time of and immediately after such effectiveness, no payment or bankruptcy default or event of default shall have occurred or be continuing or would result from the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedLoan.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, Amendment shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject no Default or Event of Default shall exist after giving effect to Section 1.08such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or investment permitted by this Agreement, the requirement pursuant to this clause (d)(i) shall be that no Event of Default under Section 8.01(a) or, with respect to the Borrowers, Section 8.01(f) shall exist after giving effect to such Incremental Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (viii) belowof this Section 2.14(d)) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) 10,000,000 if such amount represents all remaining availability under the limit set forth in clause (v) belowthe next sentence); (iv) [reserved]; and (viii) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans and Incremental Revolving Loan Credit Commitments shall not exceed not, together with the sum of (A) an amount equal to the Starter Basket plus (B) the aggregate principal amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Permitted Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments exceed in respect of such Revolving Credit Loans the aggregate (A) (1) prior to the Delayed Draw Funding Date, $100,000,000 or simultaneous with (2) on and after the Delayed Draw Funding Date $150,000,000 pursuant to this clause (A) (less the Second Lien Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(viUsage Amount) or (yB) open-market purchases pursuant to Section 10.07(l)at the Borrowers’ option, which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long Credit Commitments, as on and as applicable, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, such that the date of First Lien Net Leverage Ratio for the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments Test Period most recently ended calculated on a Pro Forma Basis pro forma basis after giving effect to each any such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and incurrence, does not exceed 3.75 to 1.00 (assuming all previously established and simultaneously established any Incremental Revolving Loan Credit Commitments are fully drawn and excluding calculating the First Lien Net Leverage Ratio without netting the cash proceeds of any borrowing under any from such Incremental Term Loans Loans) (the applicable amount available under clauses (A) or (B), the “Available Incremental Revolving Loan Commitments Amount”); provided that (x) the Borrowers may elect to use clause (B) of the Available Incremental Amount prior to clause (A) thereof, and if both clause (A) and (B) are available and the Borrowers do not applied promptly make an election, the Borrowers will be deemed to have elected clause (B) and (y) any amounts incurred under clause (A) of the Available Incremental Amount concurrently with amounts incurred under clause (B) thereof will not count as Indebtedness for the specified transaction purposes of calculating the First Lien Net Leverage Ratio in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred pursuant to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or clause (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount).” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, Amendment shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.03 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.03 shall be deemed to refer to the effective date of such Incremental Amendment); provided, that, such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.03(a) and, in connection with any Incremental Commitment, the primary purpose of which is to finance a Permitted Acquisition or other acquisition that is a permitted Investment under this Agreement, a waiver in full or in part of the conditions set forth in Section 4.03(b) (other than any Event of Default under Section 8.01(a), (b), (g) or (h)) and Section 4.03(c) (other than with respect to the Specified Representations (conformed as reasonably necessary for such Permitted Acquisition or such other acquisition to provide for certainty of funding in connection with such transaction) which may only be waived with the consent of the Required Lenders); (ii) [reserved](A) after giving Pro Forma Effect to both (x) the making of the Incremental Loans under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, the Total Net Leverage Ratio shall not exceed the Total Net Leverage Ratio (calculated, 38669945_32 without taking into account for cash netting purposes, any proceeds of Incremental Loans retained by the Borrower) as of the Closing Date or (B) alternatively if the condition set forth in clause (ii)(A) is not able to be satisfied, the aggregate principal amount of Incremental Loans made in reliance of this clause (B) (including the Incremental Loans made under such Incremental Amendment) shall not exceed $40,000,000; (iii) each Each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.17(b);); and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitmentsextent reasonably requested by the Administrative Agent, receipt by the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum Administrative Agent of (Ai) an amount equal customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Starter Basket plus Administrative Agent and (Bii) reaffirmation agreements and/or such amendments to the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous Lenders are provided with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders benefit of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountDocuments.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject (x) if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, no Event of Default under Sections 8.01(a) or, solely with respect to any Borrower, Section 1.088.01(f), shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments; (ii) after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment); provided that if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, there shall be no requirement to satisfy any or all conditions of Section 4.02(i), instead, the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations, in each case, subject to the provisions set forth herein in connection with Limited Condition Transactions; provided, further, that the Incremental Lenders providing such Incremental Commitments may waive the requirement regarding the accuracy of Specified Representations; (iii) [reserved]; (iiiiv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment increments of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.14(d)(v)) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment increments of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.14(d)(v)); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans and the Incremental Revolving Loan Credit Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket Incremental Base Amount plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Loans, Incremental Equivalent Debt, First Lien Debt and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi2.05(a)(v) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash for such Loans purchased or retired in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirementsretirements of Incremental Term Loans and all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Incremental Revolving Credit Commitments, in each case other than to the extent such prepayments are made Incremental Term Loans and Incremental Revolving Credit Commitments were obtained pursuant to clause (C) below or to the extent funded with the proceeds a contemporaneous incurrence of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans)), plus (C) up additional amounts (including at any time prior to an additional amount the utilization of Incremental Term Loans and/or Incremental Revolving Loan Commitments amounts under clauses (A) and (B) above) so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that if such Indebtedness is secured by a Lien on the Collateral on a pari passu basis with the ObligationsLiens securing the Initial Term Loans, the Consolidated First Lien Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed (x) 3.75 to 1.00 or (y) in the case of any such Indebtedness being applied to finance a Permitted Acquisition or other similar Investment not prohibited hereunder, the Consolidated First Lien Net Leverage Ratio immediately prior to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment, (2) if such Indebtedness is secured by the Collateral on a junior lien basis to the Liens securing the Initial Term Loans, the Consolidated Secured Net Leverage Ratio, determined on a Pro Forma Basis in accordance with Section 1.09) as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed 5.00:1.00 (x) 4.75 to 1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans such Indebtedness being applied to finance a Permitted Acquisition or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligationsother similar Investment not prohibited hereunder, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in immediately prior to the case incurrence of such Indebtedness incurred to consummate and consummation of such Permitted Acquisition or other Investment and (3) if such Indebtedness is unsecured (or not secured by any Investment permitted under Section 7.02portion of the Collateral), the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) either (I) the Consolidated Total Net Leverage Ratio (Ratio, determined on a Pro Forma Basis in accordance with Section 1.09) as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, does not exceed 6.90:1.00 (x) 5.25 to 1.00 or (IIy) in the case of any such Indebtedness incurred being applied to consummate any finance a Permitted Acquisition or other similar Investment permitted under Section 7.02not prohibited hereunder, the Consolidated Total Net Leverage Ratio immediately prior to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other Investment or (II) the Consolidated Interest Coverage Ratio, determined on a Pro Forma Basis in accordance with Section 1.09) does as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, is not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than (x) 2.00 to 1.00 or (IIy) in the case of any such Indebtedness incurred being applied to consummate any finance a Permitted Acquisition or other similar Investment permitted under Section 7.02not prohibited hereunder, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio immediately prior to giving effect to the incurrence of such Indebtedness and consummation of such Permitted Acquisition or other similar Investment (the amounts under the foregoing clauses (A) and/or and (B) are herein referred to as the “Free and Clear Incremental Amount,” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Incurrence-Based Incremental Amount.” (the Free and Clear Incremental Amount, together with the Incurrence-Based Incremental Amount, less the aggregate principal amount of Indebtedness incurred pursuant to Section 7.03(q) and Section 7.03(w) at or prior to such time, are herein referred to as the “Available Incremental Amount”)); and (vi) such other conditions as the Lead Borrower and each Incremental Lender providing such Incremental Commitments shall agree. The Lead Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Lead Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Lead Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan CommitmentsFacility, such reclassification shall be deemed to have automatically occurred whether or not elected by the Lead Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments Facility then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility shall be excluded from any calculation of “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments Facility can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments Pro Forma Adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) or repayment of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan CommitmentsFacility and any other revolving facilities included in such calculation) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall and/or any incurrence of Indebtedness under the Revolving Credit Facility or any other revolving facility that is used to finance working capital needs of the Lead Borrower and its Restricted Subsidiaries (as reasonably determined by the Lead Borrower) shall, in each case, be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided, that, such Incremental Amendment may include, in connection with any Incremental Term Commitments the primary purpose of which is to finance a Permitted Acquisition that is a Limited Condition Transaction, (x) a limitation of the condition set forth in Section 4.02(i) to customary “specified representations” and (y) a limitation of the condition set forth in Section 4.02(ii) to any Event of Default under Section 8.01(a) or (f); (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.14(d)(iii)) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) 10,000,000 if such amount represents all remaining availability under the limit set forth in clause Section 2.14(d)(iii)) or, in each case, such lesser amount as approved by the Administrative Agent; (viii) below);the aggregate principal amount of Incremental Term Loans made and Incremental Revolving Credit Commitments established under this Section 2.14 shall not exceed the greater of (i) $100,000,000 and (ii) 100% of Consolidated EBITDA; CHAR1\1970297v6 (iv) [reserved]to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (A) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Lenders are provided with the benefit of the applicable Loan Documents; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof(and, (x) (1) in the case of any Incremental Term Loans or an Incremental Revolving Loan Credit Commitment, assuming a full draw on such Incremental Revolving Credit Commitments, but excluding the proceeds of such Incremental Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) from netting in the case calculation of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Rent Adjusted Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02Ratio), the Consolidated Total Net Rent Adjusted Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does shall not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to 5.25:1.00; provided, that if such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on Incremental Commitments are being incurred in connection with a Pro Forma Basis in accordance with Section 1.09) Limited Condition Transaction and an LCT Election is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02made, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) date of determination of whether this condition is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount satisfied shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedLCT Test Date.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: : (i) subject to Section 1.08, no Default or Event of Default shall exist after giving effect to such Incremental Commitments; Commitments and Incremental Loans made pursuant thereto on the Incremental Facility Closing Date; (ii) [reserved]; after giving effect to such Incremental Commitments, the conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02(i) shall be deemed to refer to the effective date of such Incremental Amendment); provided that for purposes of satisfying Section 4.02(i), only the Specified Representations shall be required to be true and correct to the extent the proceeds of such Incremental Loans are used to consummate a Permitted Acquisition; (iii) the Borrower and its Restricted Subsidiaries shall be in compliance with the covenants set forth in Section 7.11, determined on a Pro Forma Basis as of the Incremental Facility Closing Date and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if any Incremental Term Loans available under such Incremental Commitments had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith; (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) 15,000,000 if such amount represents all remaining availability under the limit set forth in the following clause (v) below) )); and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments incurred after the Amendment No. 6 Effective Date shall not exceed the sum of (A) an (1) $350,000,000 minus (2) the aggregate amount equal of all secured Permitted Ratio Debt incurred by the Borrower and its Restricted Subsidiaries pursuant to clause (iii)(I) of the Starter Basket plus definition thereof minus (3) the aggregate amount of incremental commitments that shall have become effective under the ABL Facility after the Amendment No. 6 Effective Date, (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements prepayments of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent commitment reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental ABL Facility Closing after the Amendment No. 6 Effective Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirementsthat are not, in each case other than to the extent such prepayments are made case, financed with the proceeds of Credit Agreement Refinancing any Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus and (C) up to an -95- additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and the Consolidated First Lien Net Leverage Ratio is no more than 4.00 to 1.00 as of the date last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such incurrence on a Pro Forma Basis and excluding from clause (a) of the definition of “Consolidated First Lien Net Leverage Ratio” the cash proceeds of any such Incremental Term Loans (but, in the event that Incremental Term Loans (other than the Term B-5 Loans being incurred on the Amendment No. 6 Effective Date) are being incurred in reliance on Section 2.14(d)(v)(A) or any Permitted Ratio Debt is being incurred pursuant to clause (iii)(I) of the definition of “Permitted Ratio Debt” at substantially the same time that Incremental Term Loans are being incurred pursuant to this Section 2.14(d)(v)(C), when calculating the Consolidated First Lien Net Leverage Ratio for purposes of this Section 2.14(d)(v)(C) to determine the permissibility of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis Loans, it is understood and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of agreed that any Incremental Term Loans so incurred pursuant to Section 2.14(d)(v)(A) at such time or Incremental Revolving Loan Commitments that is secured by a Lien on any Permitted Ratio Debt incurred pursuant to clause (iii)(I) of the Collateral on a pari passu basis with the Obligations, the definition of “Permitted Ratio Debt” at such time shall be excluded from Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountDebt).” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the Incremental Facility Closing Date (which shall be no earlier than the date of such Incremental Amendment (the “Incremental Facility Closing Date”Amendment) specified therein of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 3.02 shall be satisfied (it being understood that all references to “as of such Credit Date” or similar language in such Section 3.02 shall be deemed to refer to the Incremental Facility Closing Date); provided that, if the proceeds of such Incremental Commitment are used to finance a Limited Condition Transaction, (x) the references in Section 3.02(a)(ii) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute customary “specified representations” of the Loan Parties (after giving effect to the Limited Condition Transaction)and (y) the references in Section 3.02(a)(iii) to any Default or Event of Default shall only refer to an Event of Default under Section 8.01(a), (f) or (g); (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause Section 2.24(d)(iii)) and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (vprovided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.24(d)(iii)); (iii) below)after giving Pro Forma Effect to both (x) the making of Incremental Term Loans or establishment of any Incremental Commitment (assuming a borrowing of the maximum amount of Loans available thereunder) under such Incremental Amendment and (y) any Specified Transactions consummated in connection therewith, the First Lien Net Leverage Ratio, calculated as of the last day of the most recently ended Test Period and without “netting” the Cash proceeds of any such Indebtedness, does not exceed 4.25:1.00; (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan CommitmentsCommitment Increase, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an aggregate amount equal to 15% of the Starter Basket plus (B) the aggregate principal amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of outstanding on such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open immediately after giving effect to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount any incurrence of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis date, if any); (v) after giving effect to each such incurrence and/or issuance of such Indebtedness on a any Incremental Commitments pursuant to this Section 2.24 and any Specified Transaction consummated in connection therewith, Holdings shall be in Pro Forma Basis and Compliance (calculated assuming all previously established and simultaneously established such Incremental Revolving Loan Commitments are fully drawn and excluding without “netting” the cash Cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for Indebtedness) as of the specified transaction in connection with such incurrence upon receipt thereof, last day of the most recently ended Test Period; and (xvi) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligationsextent reasonably requested by Administrative Agent, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case receipt by Administrative Agent of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to Administrative Agent and (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior reaffirmation agreements and/or such amendments to the Free and Clear Collateral Documents as may be reasonably requested by Administrative Agent in order to ensure that such Incremental Amount or any combination thereof, and any portion Lenders are provided with the benefit of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedDocuments.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, Amendment shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Term Commitments and Incremental Term Loans made pursuant thereto on the Incremental Facility Closing Date; provided, that in the case of Incremental Term Commitments incurred to finance a Permitted Acquisition or other permitted Investments, such requirement shall be subject to customary “Funds Certain Provisions,” if otherwise agreed by the Lenders providing such Incremental Term Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowthe next sentence); (iv) [reserved]; and (viii) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, (A) the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed $50,000,000 in the sum of (A) an amount equal to the Starter Basket plus aggregate and (B) the amount of Consolidated First Lien Leverage Ratio is no more than 3.50 to 1.00 (assuming that all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments are secured on a Pro Forma Basis after giving effect first-priority basis whether or not so secured and shall be deemed to each such incurrence and/or issuance of such constitute Consolidated First Lien Funded Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, purposes of netting) as of the last day of the most recently ended Measurement Period of Borrowers for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (xb) (1or if no Measurement Period has passed, as of the last four quarters of Holdings then ended prior to such date for which financial statements of Holdings (or any direct or indirect parent of Holdings) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien are available), determined on the Collateral on a pari passu basis with the Obligationsapplicable Incremental Facility Closing Date, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to after giving effect to any such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, incurrence and any portion repayment of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred Indebtedness in reliance on the Free and Clear Incremental Amount shall be reclassifiedconnection therewith, as the Borrower may elect from time to timein either case, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments; provided, that with respect to any Incremental Amendment the purpose of which is to finance any Permitted Acquisition or Investment, including any Limited Condition Transaction, the condition set forth in this clause (i) (other than any Event of Default pursuant to Section 8.01(a) or, with respect to the Parent Borrower, Section 8.01(f), which may only be waived with the consent of the Required Lenders), may be waived or omitted in full or in part by Incremental Lenders holding more than 50% of the applicable aggregate Incremental Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause Section 2.14(d)(iv) permitted to be borrowed at such time) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (vprovided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(d)(iv) belowpermitted to be borrowed at such time); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans Loans, the Incremental Revolving Credit Commitments and Incremental Revolving Loan Commitments Equivalent Debt incurred pursuant to this Section 2.14 shall not exceed (A) the sum greater of (I) $175,000,000 and (II) 75% of Trailing Four Quarter Consolidated EBITDA minus the aggregate amount of Indebtedness incurred (without duplication) pursuant to clause (A) of the definition of “Maximum Additional First Lien Debt Amount” or clause (A) of the definition of “Maximum Additional Second Lien/Junior Debt Amount” (in each case as defined in the Second Lien Notes Indenture), plus (B) an amount equal to the Starter Basket plus sum of (BI) the aggregate principal amount of all prior voluntary prepaymentsprepayments (including through debt buybacks (whether through open market purchases or otherwise) and Dutch auctions) of (x) Term Loans, repurchases, redemptions and other retirements of Term Loans and Permitted Ratio Debt or Incremental Equivalent DebtDebt that constitutes First Lien Obligations and (y) to the extent incurred in reliance on clause (A) above, all Incremental Equivalent Debt that constitutes Second Lien Obligations or that is unsecured and (II) the aggregate principal amount of permanent voluntary prepayments of Revolving commitment reductions under the ABL Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments Agreement in respect of such Revolving Credit Loans prior to or simultaneous connection with the Incremental Facility termination of the ABL Credit Agreement or any other revolving facility the Indebtedness under which constitutes First Lien Obligations, in each case, made or effectuated after the Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance provided that voluntary permanent commitment reductions with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited respect to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions ABL Credit Agreement may only be utilized to incur Incremental Revolving Credit Commitments and other retirementsnot Incremental Term Commitments), in each case other than except to the extent such prepayments are made financed with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loansIndebtedness); provided that to the extent any voluntary prepayment, repurchase or commitment reduction builds capacity to incur Indebtedness pursuant to this clause (B) and clause (B) of the definition of “Maximum Additional First Lien Debt Amount” or clause (B) of the definition of “Maximum Additional Second Lien/Junior Debt Amount” (in each case as defined in the Second Lien Notes Indenture), such capacity pursuant to this clause (B) shall be reduced by the amount of any Indebtedness incurred in reliance on such capacity pursuant to (without duplication) clause (B) of the definition of “Maximum Additional First Lien Debt Amount” or clause (B) of the definition of “Maximum Additional Second Lien/Junior Debt Amount” (in each case as defined in the Second Lien Notes Indenture), plus (C) up to an unlimited additional amount of Incremental Term Loans Loans, Incremental Revolving Credit Commitments and/or Incremental Revolving Loan Commitments Equivalent Debt so long as on and as (x) in the case of the date of the incurrence of such Incremental Term Loans Loans, Incremental Revolving Credit Commitments or Incremental Revolving Loan Commitments Equivalent Debt secured by any Applicable Lien, the First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a Pro Forma Basis after giving effect to each any such incurrence, does not exceed 3.95 to 1.00 (in the case of an incurrence and/or issuance of Incremental Revolving Credit Commitments, such Indebtedness ratio determined only at the time the relevant Commitment is established and assuming such then incurred Incremental Revolving Credit Commitments are fully drawn and calculating the First Lien Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred), (y) in the case of Incremental Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt secured by Liens on the Collateral (other than Applicable Liens), the Senior Secured Net Leverage Ratio for the Test Period most recently ended calculated on a Pro Forma Basis after giving effect to any such incurrence, does not exceed 5.75 to 1.00 (in the case of an incurrence of Incremental Revolving Credit Commitments, such ratio determined only at the time the relevant Commitment is established and assuming all previously established and simultaneously established such then incurred Incremental Revolving Loan Credit Commitments are fully drawn and excluding calculating the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Senior Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09without netting the cash proceeds from such Incremental Loans then proposed to be incurred) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment and (z) in the case of any Incremental Term Loans Loans, Incremental Revolving Credit Commitments or Incremental Revolving Loan Commitments Equivalent Debt that is are (or is) unsecured, either (1) (I) the Consolidated Total Net Leverage Fixed Charge Coverage Ratio (determined for the Test Period most recently ended calculated on a Pro Forma Basis in accordance with Section 1.09) does after giving effect to any such incurrence, is not exceed 6.90:1.00 or less than 2.00 to 1.00 (II) in the case of an incurrence of Incremental Revolving Credit Commitments, such Indebtedness ratio determined only at the time the relevant Commitment is established and assuming such then incurred Incremental Revolving Credit Commitments are fully drawn and calculating the Fixed Charge Coverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to consummate any Investment permitted under Section 7.02be incurred) or (2) if incurred in connection with a Permitted Acquisition or other Investment, the Consolidated Total Net Leverage Fixed Charge Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to decrease immediately after giving effect to such InvestmentPermitted Acquisition, Investment or other Specified Transaction (2the amount available under clauses (A), (B) and (C), the “Available Incremental Amount”); provided that (I) the Consolidated Interest Coverage Ratio Borrowers may elect to use clause (determined on a Pro Forma Basis in accordance with Section 1.09C) of the Available Incremental Amount prior to clause (A) or (B) and regardless of whether there is no less than 2.00 capacity under clause (A) or (B), and if clauses (A), (B) and (C) are available and the Borrowers do not make an election, the Borrowers will be deemed to 1.00 or have elected clause (C), (II) in the case Borrowers may reclassify utilizations among clauses (A), (B) and (C) of the Available Incremental Amount if, at the time of such Indebtedness incurred to consummate any Investment permitted under Section 7.02reclassification, the Consolidated Interest Borrowers would be permitted to incur the aggregate principal amount of Indebtedness being so reclassified, and (III) if amounts incurred under clause (A) or (B) of the Available Incremental Amount are incurred concurrently with the incurrence of Incremental Loans or Incremental Commitments and/or Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance on clauses (A) or (B) of the Available Incremental Amount or any amounts pursuant to a fixed dollar basket in Section 7.03, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to shall be calculated without giving effect to such Investment amounts incurred (the amounts under or commitments obtained) in reliance on the foregoing clauses (A) and/or or (B) are herein referred to as or such fixed dollar basket in Section 7.03; and (v) the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving made pursuant to any Term Loan Commitments incurred in reliance Increase shall be added to (and form part of) each Borrowing of outstanding Term Loans under the respective Class subject to such Term Loan Increase on a pro rata basis (based on the Free principal amount of each Borrowing) so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans under such Class after giving effect to such Term Loan Increase, provided that regularly accruing interest and Clear Incremental Amount shall be reclassified, as fees through the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets date of the applicable ratio for Incremental Facility Closing Date (as well as amounts owing to any Lender pursuant to Sections 3.01, 3.04, 3.05, 10.04 and 10.05 or similar provisions pursuant to the Incurrence-Based Incremental Amount at other Loan Documents) shall remain payable to the respective Lenders to which such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedamounts were owing.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided that such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(c) and, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition, a waiver in full or in part of the conditions set forth in Section 4.02(a) (other than the accuracy, to the extent required under Section 4.02(a), of any Specified Representations (as conformed to apply to such acquisition, including giving effect to any certain funds conditions with respect to the Collateral)) and Section 4.02(b) (other than with respect to any Event of Default under Section 8.01(a) or (f)); (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause Section 2.16(d)(iii)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (v) belowprovided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.16(d)(iii)); (iviii) [reserved]; and (vA) at the time of and after giving effect Pro Forma Effect to both (x) the effectiveness making of any proposed Incremental Term Loans or establishment of Incremental Revolving Loan Commitments, Credit Commitments (assuming a borrowing of the aggregate maximum amount of the Loans available thereunder) under such Incremental Term Loans Amendment and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash any Specified Transactions consummated in connection with such “Dutch Auction” or open-market purchasetherewith, (1) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of if such Incremental Term Loans or Incremental Revolving Loan Credit Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance rank pari passu in right of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established security with the 2018 Refinancing2021 Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Term Loans, 2021 Incremental Term Loans or Incremental and 2021 Refinancing Revolving Loan Credit Loans incurred under the 2021 Refinancing Revolving Credit Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental and 2023 Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the ObligationsLoans, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 2.00:1.00 or (2) in the case of if such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or rank junior in right of security with the 2018 Refinancing2021 Incremental Term Loans, 2021 Incremental Term Loans and 2021 Refinancing Revolving Loan Credit Loans incurred under the 2021 Refinancing Revolving Credit Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligationsand 2023 Term Loans, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.2.00:1.00; or

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Default or Event of Default shall exist after giving effect to such Incremental CommitmentsCommitments (other than in connection with a Limited Condition Transaction where the standard shall be no Default under Section 8.01(a) or 8.01(f)); (ii) [reserved]the representations and warranties in Article V of this Agreement shall be true and correct in all material respects (other than in connection with a Limited Condition Transaction); (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below); (iv) [reserved]any Incremental Revolving Credit Lender that is not an existing Lender is subject to the consent of the L/C Issuers; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) (i) an amount equal to the Starter Basket plus (Bii) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements prepayments of Term Loans, Revolving Credit Loans, Incremental Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases Indebtedness incurred pursuant to Section 10.07(l)7.03(v)(i) that is secured by a Lien on the Collateral on a pari passu basis with the Obligations (in each case, which shall be credited with respect to any revolving loans, to the extent accompanied by a permanent reduction in such revolving commitments) (net of Incremental Equivalent Debt incurred in lieu of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirementsStarter Basket), in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans)Indebtedness, plus (CB) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments Facility not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1a) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, either (x) the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 3.75:1.00, or (2y) in the case of such Indebtedness incurred to consummate a Permitted Acquisition or any other Investment permitted under Section 7.02not prohibited hereunder, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) ), does not exceed the greater of (I) 3.75:1.00 and (II) the Consolidated First Lien Net Leverage Ratio immediately prior to giving effect to the consummation of such Permitted Acquisition or other Investment, (y) (1b) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility that is secured by a Lien on the Collateral on a basis junior to the Obligations, either (x) the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 4.00:1.00, or (2y) in the case of such Indebtedness incurred to consummate a Permitted Acquisition or any other Investment permitted under Section 7.02not prohibited hereunder, either the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) ), does not exceed the greater of (I) 4.00:1.00 and (II) the Consolidated Secured Net Leverage Ratio immediately prior to giving effect to the consummation of such Investment Permitted Acquisition or other Investment, or (zc) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility that is unsecured, either (1) (Ix)(I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 4.25:1.00, or (II) in the case of such Indebtedness incurred to consummate a Permitted Acquisition or any other Investment permitted under Section 7.02not prohibited hereunder, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the greater of (X) 4.25:1.00 and (Y) the Consolidated Total Net Leverage Ratio immediately prior to giving effect to the consummation of such Investment, Permitted Acquisition or other Investment or (2) (Iy)(I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no not less than 2.00 to 1.00 2.00:1.00, or (II) in the case of such Indebtedness incurred to consummate a Permitted Acquisition or any other Investment permitted under not prohibited hereunder, either (X) the Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 7.02, 1.09) is not less than 2.00:1.00 or (Y) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio immediately prior to giving effect to the consummation of such Investment (the amounts Permitted Acquisition or other Investment; provided, that Incremental Term Loans and Incremental Revolving Loan Commitments may be incurred under the foregoing both clauses (A) and/or and (B) are herein referred to as above, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the “Free and Clear Incremental Amount” and the amounts incurrence under the foregoing clause (CB) are herein referred to as above and then calculating the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as incurrence under clause (A) above; provided that the Borrower may elect from time to time, redesignate any such Indebtedness originally designated as incurred under pursuant to clause (A) above if, at the Incurrence-Based Incremental Amount if time of such redesignation, the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis permitted to incur under clause (B) above 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 clause (A) above as of the end of any subsequent fiscal quarter after the initial incurrence date of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected redesignation by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination amount of such ratio or other test is being made, shall be disregardedIndebtedness so redesignated).

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided that such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(c) and, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition, a waiver in full or in part of the conditions set forth in Section 4.02(a) and Section 4.02(b) (other than with respect to any Event of Default under Section 8.01(a) or (f)); (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 15,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) 15,000,000 if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.16(d)(iii)); (iviii) [reserved]together with the Incremental Commitments established under such Incremental Amendment, the aggregate principal amount of Incremental Commitments established does not exceed $50,000,000; and (viv) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitmentsextent reasonably requested by the Administrative Agent, receipt by the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum Administrative Agent of (A) an amount equal customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Starter Basket plus Administrative Agent and (B) reaffirmation agreements and/or such amendments to the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous Lenders are provided with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders benefit of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountDocuments.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions, which in the case of an Incremental Term Loan to be used to finance a Limited Condition Acquisition, shall be subject to Section 1.12: (i) subject to Section 1.08, no Default or Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belownext sentence); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans and the Revolving Commitment Increases (together with the aggregate amount of Incremental Revolving Loan Commitments Equivalent Debt incurred pursuant to Section 7.03(s)) incurred after the Closing Date shall not exceed the sum of (A) an amount equal $425,000,000 in the aggregate pursuant to the Starter Basket plus this clause (A) or (B) the amount of all prior voluntary prepaymentsat its option, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or or Revolving Commitment Increases (and Incremental Revolving Loan Commitments Equivalent Debt) so long as on and the Consolidated Senior Secured Net Leverage Ratio is no more than 3.00:1.00 as of the date last day of the Test Period most recently ended for which financial statements have been delivered to the Lenders under Section 6.01(a) and (b), after giving effect to any such incurrence on a Pro Forma Basis (but without giving effect to any use of the proceeds thereof to repay or prepay any revolving Indebtedness, including under the Revolving Credit Facility), and, in each case, with respect to any Revolving Commitment Increase, assuming a borrowing of the maximum amount of Loans available thereunder (such amounts under this clause (A) and (B), the “Available Incremental Amount”); (A) to the extent reasonably requested by the Administrative Agent, the receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Incremental Term Loans or Incremental Revolving Commitments, as applicable, are provided with the benefit of the applicable Loan Documents, and (B) to the extent provided in the applicable Incremental Amendment, such other conditions as the Borrowers and the Lenders providing such Incremental Commitments on a may agree; and (vi) the Company and its Subsidiaries shall be in Pro Forma Basis Compliance with the Financial Covenant after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountCommitments.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided that such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(c) and, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition, a waiver in full or in part of the conditions set forth in Section 4.02(a) (other than the accuracy, to the extent required under Section 4.02(a), of any Specified Representations (as conformed to apply to such acquisition, including giving effect to any certain funds conditions with respect to the Collateral)) and Section 4.02(b) (other than with respect to any Event of Default under Section 8.01(a) or (f)); (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause Section 2.16(d)(iii)) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (v) belowprovided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.16(d)(iii)); (iviii) [reserved]; and (vA) at the time of and after giving effect Pro Forma Effect to both (x) the effectiveness making of any proposed Incremental Term Loans or establishment of Incremental Revolving Loan Commitments, Credit Commitments (assuming a borrowing of the aggregate maximum amount of the Loans available thereunder) under such Incremental Term Loans Amendment and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash any Specified Transactions consummated in connection with such “Dutch Auction” or open-market purchasetherewith, (1) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of if such Incremental Term Loans or Incremental Revolving Loan Credit Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance rank pari passu in right of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding security with the cash proceeds of any borrowing under any such 2018 Refinancing Term Loans, 2021 Incremental Term Loans or Incremental and Revolving Loan Commitments not applied promptly for Credit Loans incurred under the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Initial Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the ObligationsCredit Commitments, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 2.00:1.00 or (2) in the case of if such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or rank junior in right of security with the 2018 Refinancing Term Loans, 2021 Incremental Term Loans and Revolving Loan Commitments that is secured by a Lien on Credit Loans incurred under the Collateral on a basis junior to the ObligationsInitial Revolving Credit Commitments, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.2.00:1.00; or

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section ýSection 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment5.00:1.00, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject (x) if the proceeds of such Indebtedness are being used to finance a Permitted Acquisition or Investment permitted hereunder, no Event of Default under Section 1.088.01(a) or (f) shall have occurred and be continuing or would exist after giving effect to such Indebtedness, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental CommitmentsIndebtedness; (ii) [reservedReserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 2,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) 2,000,000 if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (viv) below);; and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and the Incremental Revolving Loan Commitments Equivalent Debt shall not exceed the sum of (A) an amount equal to $25,000,000, minus, the Starter Basket plus (B) the aggregate principal amount of all prior voluntary prepaymentsany First Lien Incremental Term Loans, repurchases, redemptions any Incremental Revolving Credit Commitments and other retirements of Term Loans and any First Lien Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments Debt incurred or issued in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (xreliance on Section 2.14(d)(iv)(A) “Dutch Auctions” open to all Lenders of the applicable Class on First Lien Credit Agreement (or any equivalent provision of a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash First Lien Credit Agreement designated as such in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement a Permitted Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loansthereof), plus (CB) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments Equivalent Debt so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereofas, (x) (1) in the case of this clause (B) only (x) with respect to any Incremental Term Loans or Incremental Revolving Loan Commitments that is Facility secured by a Lien Liens on any assets or properties of the Collateral on a pari passu basis with the ObligationsBorrower or its Restricted Subsidiaries, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Senior Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the purposes of such calculation) does not exceed 5.00:1.00 is no more than 3.50 to 1.00 or (2y) in the case of such Indebtedness incurred with respect to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any unsecured Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02Facility, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the purposes of such calculation) does not exceed is no more than 5.00 to 1.00, in each case, calculated as of the Consolidated Total Net Leverage Ratio prior to last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such Investmentincurrence or issuance (or, at the option of the Borrower, on the date of establishment of the commitments in respect thereof assuming the full amounts of all such additional amounts is drawn and outstanding) on a Pro Forma Basis; plus (C) an amount equal to the sum of all voluntary prepayments or repurchases of Term Loans made pursuant to Section 2.05(a) or Section 10.07(l)(x) except to the extent, in each case, financed with long term Indebtedness (2other than Incremental Term Loans) (it being understood that (I) the Consolidated Interest Coverage Ratio Borrower shall be deemed to have used amounts under clause (determined on a Pro Forma Basis in accordance with Section 1.09C) is no less than 2.00 prior to 1.00 utilization of amounts under clause (A) or (B), and the Borrower shall be deemed to have used amounts under clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) and (C), and (II) in the case of such Indebtedness Loans may be incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing both clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.clause

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Term Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject (x) if the proceeds of such Indebtedness are being used to finance a Permitted Acquisition or Investment permitted hereunder, no Event of Default under Section 1.088.01(a) or (f) shall have occurred and be continuing or would exist after giving effect to such Indebtedness, or (y) if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental CommitmentsIndebtedness; (ii) [reservedReserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 2,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) 2,000,000 if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (viv) below);; and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and the Incremental Revolving Loan Commitments Equivalent Debt shall not exceed the sum of (A) an amount equal to $25,000,000, minus, the Starter Basket plus (B) the aggregate principal amount of all prior voluntary prepaymentsany First Lien Incremental Term Loans, repurchases, redemptions any Incremental Revolving Credit Commitments and other retirements of Term Loans and any First Lien Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments Debt incurred or issued in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (xreliance on Section 2.14(d)(iv)(A) “Dutch Auctions” open to all Lenders of the applicable Class on First Lien Credit Agreement (or any equivalent provision of a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash First Lien Credit Agreement designated as such in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement a Permitted Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loansthereof), plus (CB) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments Equivalent Debt so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereofas, (x) (1) in the case of this clause (B) only (x) with respect to any Incremental Term Loans or Incremental Revolving Loan Commitments that is Facility secured by a Lien Liens on any assets or properties of the Collateral on a pari passu basis with the ObligationsBorrower or its Restricted Subsidiaries, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Senior Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the purposes of such calculation) does not exceed 5.00:1.00 is no more than 3.50 to 1.00 or (2y) in the case of such Indebtedness incurred with respect to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any unsecured Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02Facility, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.091.09 and without netting the cash proceeds of any such Indebtedness being so incurred for the purposes of such calculation) does not exceed is no more than 5.00 to 1.00, in each case, calculated as of the Consolidated Total Net Leverage Ratio prior to last day of the most recently ended Test Period for which financial statements are internally available, determined on the applicable Incremental Facility Closing Date, after giving effect to any such Investmentincurrence or issuance (or, at the option of the Borrower, on the date of establishment of the commitments in respect thereof assuming the full amounts of all such additional amounts is drawn and outstanding) on a Pro Forma Basis; plus (C) an amount equal to the sum of all voluntary prepayments or repurchases of Term Loans made pursuant to Section 2.05(a) or Section 10.07(l)(x) except to the extent, in each case, financed with long term Indebtedness (2other than Incremental Term Loans) (it being understood that (I) the Consolidated Interest Coverage Ratio Borrower shall be deemed to have used amounts under clause (determined on a Pro Forma Basis in accordance with Section 1.09C) is no less than 2.00 prior to 1.00 utilization of amounts under clause (A) or (B), and the Borrower shall be deemed to have used amounts under clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) and (C), and (II) in the case of such Indebtedness Loans may be incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing both clauses (A) and/or (C) and clause (B), and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under clause (B) are herein referred to as above and then calculating the “Free and Clear Incremental Amount” and the amounts incurrence under the foregoing clause (A) and/or (C) are herein referred to as the “Incurrence Based Incremental Amountabove).” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments; provided, that with respect to any Incremental Amendment the purpose of which is to finance any Permitted Acquisition or Investment, including any Limited Condition Transaction, the condition set forth in this clause (i) (other than any Event of Default pursuant to Section 8.01(a) or, with respect to the Parent Borrower, Section 8.01(f), which may only be waived with the consent of the Required Lenders), may be waived or omitted in full or in part by Incremental Lenders holding more than 50% of the applicable aggregate Incremental Commitments; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause Section 2.14(d)(iv) permitted to be borrowed at such time) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (vprovided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(d)(iv) belowpermitted to be borrowed at such time); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans Loans, the Incremental Revolving Credit Commitments and Incremental Revolving Loan Commitments Equivalent Debt incurred pursuant to this Section 2.14 shall not not, for any such Indebtedness incurred after the First Amendment Effective Date exceed (A) the sum greater of (I) $175,000,000 and (II) 75% of Trailing Four Quarter Consolidated EBITDA minus the aggregate amount of Indebtedness incurred (without duplication) pursuant to clause (A) of the definition of “Maximum Additional First Lien Debt Amount” or clause (A) of the definition of “Maximum Additional Second Lien/Junior Debt Amount” (in each case as defined in the Second Lien Notes Indenture), plus (B) an amount equal to the Starter Basket plus sum of (BI) the aggregate principal amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through debt buybacks (whether through open market purchases or otherwise) and Dutch auctions) of (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) Term Loans, Permitted Ratio Debt or Incremental Equivalent Debt that constitutes First Lien Obligations and (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent incurred in reliance on clause (A) above, Incremental Equivalent Debt that constitutes Second Lien Obligations or that is unsecured and (II) the aggregate principal amount of permanent voluntary commitment reductions under the actual purchase price paid in cash ABL Credit Agreement in connection with such “Dutch Auction” the termination of the ABL Credit Agreement or open-market purchase) any other revolving facility the Indebtedness under which constitutes First Lien Obligations, in each case, made or effectuated after the ClosingFirst Amendment Effective Date (excluding provided that voluntary prepayments, repurchases, redemptions permanent commitment reductions with respect to the ABL Credit Agreement may only be utilized to incur Incremental Revolving Credit Commitments and other retirementsnot Incremental Term Commitments), in each case other than except to the extent such prepayments are made financed with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loansIndebtedness); provided that to the extent any voluntary prepayment, repurchase or commitment reduction builds capacity to incur Indebtedness pursuant to this clause (B) and clause (B) of the definition of “Maximum Additional First Lien Debt Amount” or clause (B) of the definition of “Maximum Additional Second Lien/Junior Debt Amount” (in each case as defined in the Second Lien Notes Indenture), such capacity pursuant to this clause (B) shall be reduced by the amount of any Indebtedness incurred in reliance on such capacity pursuant to (without duplication) clause (B) of the definition of “Maximum Additional First Lien Debt Amount” or clause (B) of the definition of “Maximum Additional Second Lien/Junior Debt Amount” (in each case as defined in the Second Lien Notes Indenture), plus (C) up to an unlimited additional amount of Incremental Term Loans Loans, Incremental Revolving Credit Commitments and/or Incremental Revolving Loan Commitments Equivalent Debt so long as on and as (x) in the case of the date of the incurrence of such Incremental Term Loans Loans, Incremental Revolving Credit Commitments or Incremental Revolving Loan Commitments Equivalent Debt secured by any Applicable Lien, the First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a Pro Forma Basis after giving effect to each any such incurrence, does not exceed 3.95 to 1.00 (in the case of an incurrence and/or issuance of Incremental Revolving Credit Commitments, such Indebtedness ratio determined only at the time the relevant Commitment is established and assuming such then incurred Incremental Revolving Credit Commitments are fully drawn and calculating the First Lien Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred), (y) in the case of Incremental Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt secured by Liens on the Collateral (other than Applicable Liens), the Senior Secured Net Leverage Ratio for the Test Period most recently ended calculated on a Pro Forma Basis after giving effect to any such incurrence, does not exceed 5.75 to 1.00 (in the case of an incurrence of Incremental Revolving Credit Commitments, such ratio determined only at the time the relevant Commitment is established and assuming all previously established and simultaneously established such then incurred Incremental Revolving Loan Credit Commitments are fully drawn and excluding calculating the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Senior Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09without netting the cash proceeds from such Incremental Loans then proposed to be incurred) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment and (z) in the case of any Incremental Term Loans Loans, Incremental Revolving Credit Commitments or Incremental Revolving Loan Commitments Equivalent Debt that is are (or is) unsecured, either (1) (I) the Consolidated Total Net Leverage Fixed Charge Coverage Ratio (determined for the Test Period most recently ended calculated on a Pro Forma Basis in accordance with Section 1.09) does after giving effect to any such incurrence, is not exceed 6.90:1.00 or less than 2.00 to 1.00 (II) in the case of an incurrence of Incremental Revolving Credit Commitments, such Indebtedness ratio determined only at the time the relevant Commitment is established and assuming such then incurred Incremental Revolving Credit Commitments are fully drawn and calculating the Fixed Charge Coverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to consummate any Investment permitted under Section 7.02be incurred) or (2) if incurred in connection with a Permitted Acquisition or other Investment, the Consolidated Total Net Leverage Fixed Charge Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to decrease immediately after giving effect to such InvestmentPermitted Acquisition, Investment or other Specified Transaction (2the amount available under clauses (A), (B) and (C), the “Available Incremental Amount”); provided that (I) the Consolidated Interest Coverage Ratio Borrowers may elect to use clause (determined on a Pro Forma Basis in accordance with Section 1.09C) of the Available Incremental Amount prior to clause (A) or (B) and regardless of whether there is no less than 2.00 capacity under clause (A) or (B), and if clauses (A), (B) and (C) are available and the Borrowers do not make an election, the Borrowers will be deemed to 1.00 or have elected clause (C), (II) in the case Borrowers may reclassify utilizations among clauses (A), (B) and (C) of the Available Incremental Amount if, at the time of such Indebtedness incurred to consummate any Investment permitted under Section 7.02reclassification, the Consolidated Interest Borrowers would be permitted to incur the aggregate principal amount of Indebtedness being so reclassified, and (III) if amounts incurred under clause (A) or (B) of the Available Incremental Amount are incurred concurrently with the incurrence of Incremental Loans or Incremental Commitments and/or Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance on clauses (A) or (B) of the Available Incremental Amount or any amounts pursuant to a fixed dollar basket in Section 7.03, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to shall be calculated without giving effect to such Investment amounts incurred (the amounts under or commitments obtained) in reliance on the foregoing clauses (A) and/or or (B) are herein referred to as or such fixed dollar basket in Section 7.03; and. For the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental Amount.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior avoidance of doubt, notwithstanding anything to the Free and Clear Incremental Amount or any combination thereofcontrary set forth in this Agreement, and any portion the incurrence of any the 2021 Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount First Amendment Effective Date shall not be reclassified, as subject to any limitations on the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as principal amount of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, set forth in this Section 2.14(d)(iv) and shall not count as a reduction in any such reclassification shall amounts permitted to be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, incurred hereunder. (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (bv) the cash proceeds of any Incremental Term Loans or Incremental Revolving made pursuant to any Term Loan Commitments Increase shall be excluded from “net” Indebtedness in determining whether such Incremental added to (and form part of) each Borrowing of outstanding Term Loans or Incremental Revolving under the respective Class subject to such Term Loan Commitments can be incurred Increase on a pro rata basis (based on the principal amount of each Borrowing) so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans under such Class after giving effect to such Term Loan Increase, provided that regularly accruing interest and fees through the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect date of the Revolving Credit applicable Incremental Facility Closing Date (and/or as well as amounts owing to any Incremental Revolving Lender pursuant to Sections 3.01, 3.04, 3.05, 10.04 and 10.05 or similar provisions pursuant to the other Loan CommitmentsDocuments) prior to, or simultaneously with, shall remain payable to the event for respective Lenders to which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregardedamounts were owing.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions, which in the case of an Incremental Term Loan to be used to finance a Limited Condition Acquisition, shall be subject to Section 1.12: (i) subject to Section 1.08, no Default or Event of Default shall exist after giving effect to such Incremental Commitments; (ii) [reserved]the representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belownext sentence); (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate principal amount of the Incremental Term Loans and the Revolving Commitment Increases (together with the aggregate amount of Incremental Revolving Loan Commitments Equivalent Debt incurred pursuant to Section 7.03(s)) incurred after the Closing Date shall not exceed the sum of (A) an amount equal $425,000,000 in the aggregate pursuant to the Starter Basket plus this clause (A) or (B) the amount of all prior voluntary prepaymentsat its option, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or or Revolving Commitment Increases (and Incremental Revolving Loan Commitments Equivalent Debt) so long as on and the Consolidated Senior Secured Net Leverage Ratio is no more than 3.50:1.00 as of the date last day of the Test Period most recently ended for which financial statements have been delivered to the Lenders under Section 6.01(a) and (b), after giving effect to any such incurrence on a Pro Forma Basis (but without giving effect to any use of the proceeds thereof to repay or prepay any revolving Indebtedness, including under the Revolving Credit Facility), and, in each case, with respect to any Revolving Commitment Increase, assuming a borrowing of the maximum amount of Loans available thereunder (such amounts under this clause (A) and (B), the “Available Incremental Amount”); 95159948_7 (v) (A) to the extent reasonably requested by the Administrative Agent, the receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Incremental Term Loans or Incremental Revolving Commitments, as applicable, are provided with the benefit of the applicable Loan Documents, and (B) to the extent provided in the applicable Incremental Amendment, such other conditions as the Borrowers and the Lenders providing such Incremental Commitments on a may agree; and (vi) the Company and its Subsidiaries shall be in Pro Forma Basis Compliance with the Financial Covenant after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountCommitments.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments;, the conditions of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the Incremental Amendment Date); provided, that, such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 4.02(c) and, in connection with any Incremental Commitment, the primary purpose of which is to finance a Permitted Acquisition, a waiver in full or in part of the conditions set forth in clauses (a) and (b) (other than with respect to any Event of Default under Section 8.01(a) or (f)) of Section 4.02 (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.12(d)(iii)); (iviii) [reserved](A) after giving Pro Forma Effect to the making of Incremental Loans under such Incremental Amendment, the Senior Secured Net Leverage Ratio does not exceed 4.00 to 1.00 (and for purposes of such calculation, all Incremental Equivalent Debt shall be deemed to be secured by the Collateral whether or not so secured); and or (vB) together with the Incremental Loans made under such Incremental Amendment, the aggregate principal amount of Incremental Loans made under this clause (B) (plus Incremental Equivalent Debt incurred in reliance on clause (i)(B) of Section 2.12(g)) does not exceed (i) $250,000,000 plus (ii) the principal amount of any voluntary prepayments of Loans (to the extent not made with the proceeds of Indebtedness (other than Indebtedness under the ABL Facilities or extensions of credit under any other revolving credit or similar facility); provided, that, it is understood that Incremental Loans may be incurred under either clause (A) or clause (B) as selected by the Borrower in its sole discretion, including by designating any portion of Incremental Commitments in excess of an amount permitted to be incurred under clause (A) at the time of and after giving effect such incurrence as incurred under clause (B)); and (iv) to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitmentsextent reasonably requested by the Administrative Agent, receipt by the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum Administrative Agent of (A) an amount equal customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Starter Basket plus Administrative Agent and (B) reaffirmation agreements and/or such amendments to the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous Lenders are provided with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders benefit of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountDocuments.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject after giving effect to Section 1.08such Incremental Commitments, no Event of Default shall exist and be continuing or would immediately result from such proposed Incremental Commitment or from the application of the proceeds therefrom; provided that if the proceeds of such Incremental Commitments are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption, there shall be no requirement to satisfy any or all such conditions except that the requirement that no Payment or Bankruptcy Default with respect to the Borrower shall have occurred and be continuing or would exist after giving effect to such Incremental CommitmentsCommitments shall not be omitted or waived without the consent of the Required Lenders; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause subsection (viii) below) and each Incremental Revolving Loan Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause subsection (viii) below); (iviii) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and the Incremental Revolving Loan Commitments Credit Commitments, together with the aggregate amount of Incremental Equivalent Debt (including any unused commitments thereunder), shall not exceed the sum of, at the time of determination, (Ax) the Base Incremental Amount, plus (y) an aggregate principal amount equal to the Starter Basket plus maximum amount (Bif any) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, Facilities: (x) (1A) in the case of any Incremental Facility that is secured, in whole or in part, by first priority liens that are pari passu with the liens securing the Initial Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral assets of the Loan Parties, that could be established or incurred without causing the Net First Lien Leverage Ratio as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, on a pari passu pro forma basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such InvestmentIncremental Facility (but without netting the cash proceeds of such incurrence from the calculation of the Net First Lien Leverage Ratio) and any related acquisitions or investments consummated in connection therewith and any repayment of indebtedness and all other appropriate pro forma adjustments, to exceed (x) prior to consummation of the WBR Specified Transaction, 3.75:1.00 or (y) from and after consummation of the WBR Specified Transaction, 4.25:1.00; (1B) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility that is secured secured, in whole or in part, by a Lien on the Collateral on a basis liens that are junior to the Obligationsliens securing the Initial Term Loans on the assets of the Loan Parties, that could be established or incurred without causing the Consolidated Net Senior Secured Net Leverage Ratio (determined as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to pro forma basis giving effect to such Investment Incremental Facility (zbut without netting the cash proceeds of such incurrence from the calculation of the Net Senior Secured Leverage Ratio) and any related acquisitions or investments consummated in connection therewith and any repayment of indebtedness and all other appropriate pro forma adjustments, to exceed 4.50:1.00; (C) in the case of any unsecured Incremental Term Loans or Incremental Revolving Loan Commitments Facilities, that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated greater of (x) the maximum amount that could be established or incurred that would not cause the Net Total Net Leverage Ratio prior to as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, on a pro forma basis giving effect to such InvestmentIncremental Facility (but without netting the cash proceeds of such incurrence from the calculation of the Net Total Leverage Ratio) and any related acquisitions or investments consummated in connection therewith and any repayment of indebtedness and all other appropriate pro forma adjustments, or to exceed (x) 5.00:1.00 and (y) (1) prior to consummation of the WBR Specified Transaction, $0, and (2) (I) from and after consummation of the Consolidated Interest WBR Specified Transaction, the maximum amount that could be established or incurred that would not cause the Debt Service Coverage Ratio (determined as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available, on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to pro forma basis giving effect to such Investment Incremental Facility and any related acquisitions or investments consummated in connection therewith and any repayment of indebtedness and all other appropriate pro forma adjustments to be less than 2.00:1.00; or (D) to the extent used to refinance or assume existing indebtedness of the WaterBridge Consolidated Group in connection with the WBR Specified Transaction and/or to redeem WBR Specified Preferred Equity in full or in part, that could be established or incurred without causing the Net First Lien Leverage Ratio as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are available for each of the Borrower and WaterBridge Operating, on a pro forma basis giving effect to such Incremental Facility (but without netting the cash proceeds of such incurrence from the calculation of the Net First Lien Leverage Ratio) and any related acquisitions or investments consummated in connection therewith, including, the WBR Specified Transaction, and any repayment of indebtedness and all other appropriate pro forma adjustments, to exceed 5.00:1.00; provided that, after giving effect to any Incremental Facility incurred pursuant to this clause (D) and after giving pro forma effect to the WBR Specified Transaction, a Ratings Reaffirmation shall have been obtained. The amounts under the foregoing clauses clause (A) and/or (By) are herein referred to as the “Free and Clear Incurrence-Based Incremental Amount” (the Base Incremental Amount and the amounts under Incurrence-Based Incremental Amount, less the foregoing clause (Caggregate principal amount of Indebtedness incurred pursuant to this Section 2.13 and Section 7.03(q) at or prior to such time, are herein referred to as the “Incurrence Based Incremental Availability Amount.” ”); (iv) such other conditions as the Borrower, each Incremental Lender providing such Incremental Commitments, and the Administrative Agent shall agree. The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Base Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments Facility incurred in reliance on the Free and Clear Base Incremental Amount shall may be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of in any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan CommitmentsFacility, such reclassification shall be deemed to have automatically occurred whether or if not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (aA) it shall be assumed that all commitments under any Incremental Revolving Loan Credit Commitments then being established are fully drawn, (bB) the cash proceeds of any Incremental Term Loans Facility or Incremental Revolving Loan Commitments Equivalent Debt, as applicable, shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments Facility can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments Pro Forma Adjustments shall be included) and (cC) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject to the satisfaction on the applicable date (which shall be no earlier than the date of such Incremental Amendment Amendment) specified therein (the “Incremental Facility Closing Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.08, no Event of Default shall exist after giving effect to such Incremental Commitments, the conditions of Section 2.2 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 2.2 shall be deemed to refer to the Incremental Amendment Date); provided, that, such Incremental Amendment may include a waiver by the Incremental Lenders party thereto of the condition set forth in Section 2.2(c) and, in connection with any Incremental Commitment, the primary purpose of which is to finance a Permitted Acquisition, a waiver in full or in part of the conditions set forth in clauses (a) and (b) (other than with respect to any Event of Default under Section 7.1(a) or (f)) of Section 2.2; (ii) [reserved]; (iii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause Section 1.12(d)(iii)) and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (vprovided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 1.12(d)(iii)); provided that the aggregate amount of all Revolving Commitment Increases consummated under this Section 1.12 shall not exceed $100,000,000; (iii) below);solely in the case of the making of Incremental Term Loans, after giving Pro Forma Effect to both (A) the making of Incremental Term Loans under such Incremental Amendment and (B) any Specified Transactions consummated in connection therewith, the Asset Coverage Ratio for the most recently ended Test Period shall be greater than the greater of (x) 1.50:1.00 and (y) the ratio as set forth in Section 6.1 hereof for the most recently ended Test Period; and (iv) [reserved]; and (v) at the time of and after giving effect to the effectiveness of any proposed Incremental Term Loans or Incremental Revolving Loan Commitmentsextent reasonably requested by the Administrative Agent, receipt by the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum Administrative Agent of (A) an amount equal customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Starter Basket plus Administrative Agent, and (B) reaffirmation agreements and/or such amendments to the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous Lenders are provided with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders benefit of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountDocuments.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.

Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Term Loan Commitments thereunder, shall be subject to the satisfaction on the date of such Incremental Amendment thereof (the “Incremental Facility Closing Date”) of each of the following conditions: (i) subject to Section 1.081.02(d), no Default or Event of Default shall have occurred and be continuing or would exist before and after giving effect to such Incremental CommitmentsTerm Loan Commitments and such Incremental Term Loans; (ii) [reserved]subject to Section 1.02(d), before and after giving effect to such Incremental Term Loan Commitments and the Incremental Term Loans thereunder, the conditions of Section 4.02(a) shall be satisfied; (iii) subject to Section 1.02(d), the First Lien Net Leverage Ratio, determined on a pro forma basis, before and after giving effect to such Incremental Term Loan Commitments and the Incremental Term Loans thereunder, shall be less than 3.00 to 1.00; (iv) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $10,000,000 (and need not be in an increment of $1,000,000) if such amount represents all remaining availability under the limit set forth in clause (v) below) and each Incremental Revolving Loan Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided that such amount may be less than $5,000,000 (and need not be in an increment of $1,000,000) 1,000,0000 if such amount represents all remaining availability under the limit set forth in clause (v) belowSection 2.16(a)); (ivv) [reserved]to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (A) customary legal opinions addressed to the Administrative Agent and the Lenders, board resolutions and officers’ certificates consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Mortgages), as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Security Documents and the perfection and priority of the Liens thereunder are preserved and maintained; and (vvi) at such other conditions as the time of and after giving effect to the effectiveness of any proposed Borrower, each Incremental Term Loans or Incremental Revolving Loan Commitments, the aggregate amount of the Incremental Term Loans and Incremental Revolving Loan Commitments shall not exceed the sum of (A) an amount equal to the Starter Basket plus (B) the amount of all prior voluntary prepayments, repurchases, redemptions and other retirements of Term Loans and Incremental Equivalent Debt, all voluntary prepayments of Revolving Credit Loans accompanied by corresponding voluntary permanent reductions of Commitments in respect of such Revolving Credit Loans prior to or simultaneous with the Incremental Facility Closing Date (including through (x) “Dutch Auctions” open to all Lenders of the applicable Class on a pro rata basis in accordance with procedures of the type described in Section 2.05(a)(vi) or (y) open-market purchases pursuant to Section 10.07(l), which shall be credited to the extent of the actual purchase price paid in cash in connection with such “Dutch Auction” or open-market purchase) (excluding voluntary prepayments, repurchases, redemptions and other retirements, in each case other than to the extent such prepayments are made with the proceeds of Credit Agreement Refinancing Indebtedness or other long-term funded Indebtedness (other than revolving loans), plus (C) up to an additional amount of Incremental Term Loans and/or Incremental Revolving Loan Commitments so long as on and as of the date of the incurrence of Lender providing such Incremental Term Loans or Incremental Revolving Loan Commitments on a Pro Forma Basis after giving effect to each such incurrence and/or issuance of such Indebtedness on a Pro Forma Basis and assuming all previously established and simultaneously established Incremental Revolving Loan Commitments are fully drawn and excluding the cash proceeds of any borrowing under any such Incremental Term Loans or Incremental Revolving Loan Commitments not applied promptly for the specified transaction in connection with such incurrence upon receipt thereof, (x) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a pari passu basis with the Obligations, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated First Lien Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated First Lien Net Leverage Ratio prior to giving effect to such Investment, (y) (1) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is secured by a Lien on the Collateral on a basis junior to the Obligations, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 5.00:1.00 or (2) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Secured Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Secured Net Leverage Ratio prior to giving effect to such Investment (z) in the case of any Incremental Term Loans or Incremental Revolving Loan Commitments that is unsecured, (1) (I) the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed 6.90:1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Total Net Leverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) does not exceed the Consolidated Total Net Leverage Ratio prior to giving effect to such Investment, or (2) (I) the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is no less than 2.00 to 1.00 or (II) in the case of such Indebtedness incurred to consummate any Investment permitted under Section 7.02, the Consolidated Interest Coverage Ratio (determined on a Pro Forma Basis in accordance with Section 1.09) is not less than the Consolidated Interest Coverage Ratio prior to giving effect to such Investment (the amounts under the foregoing clauses (A) and/or (B) are herein referred to as the “Free and Clear Incremental Amount” and the amounts under the foregoing clause (C) are herein referred to as the “Incurrence Based Incremental AmountAdministrative Agent shall agree.” The Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof, and any portion of any Incremental Term Loans or Incremental Revolving Loan Commitments incurred in reliance on the Free and Clear Incremental Amount shall be reclassified, as the Borrower may elect from time to time, as incurred under the Incurrence-Based Incremental Amount if the Borrower meets the applicable ratio for the Incurrence-Based Incremental Amount at such time on a Pro Forma Basis, and if any applicable ratio for the Incurrence-Based Incremental Amount would be satisfied on a Pro Forma Basis as of the end of any subsequent fiscal quarter after the initial incurrence of such Incremental Term Loans or Incremental Revolving Loan Commitments, such reclassification shall be deemed to have automatically occurred whether or not elected by the Borrower. For purposes of determining Pro Forma Compliance and any testing of any ratios in the Incurrence-Based Incremental Amount, (a) it shall be assumed that all commitments under any Incremental Revolving Loan Commitments then being established are fully drawn, (b) the cash proceeds of any Incremental Term Loans or Incremental Revolving Loan Commitments shall be excluded from “net” Indebtedness in determining whether such Incremental Term Loans or Incremental Revolving Loan Commitments can be incurred (provided that the use of proceeds thereof and any other pro forma adjustments shall be included) and (c) the incurrence (including by assumption or guarantee) of any Indebtedness in respect of the Revolving Credit Facility (and/or any Incremental Revolving Loan Commitments) prior to, or simultaneously with, the event for which the Pro Forma Compliance determination of such ratio or other test is being made, shall be disregarded.