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 applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein (the “Incremental Amendment Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Event of Default shall exist immediately before or after giving effect to such Incremental Loans; provided that, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investment, an Event of Default (other than an Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g) or Section 10.01(h)) may exist; (ii) the representations and warranties of the Loan Parties contained in the Loan Documents shall be true and correct in all material respects immediately prior to and after giving effect to such Incremental Loans; provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investment, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent such representations and warranties expressly relate to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date; and (C) to the extent such representations and warranties are qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (iii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $25,000,000 and shall be in an increment of $5,000,000; (iv) the aggregate outstanding principal amount of all Loans made on the Effective Date plus the aggregate outstanding principal amount of all Incremental Loans shall in no event exceed $300,000,000, less any principal amounts prepaid pursuant to Section 3.04; and (v) after giving pro forma effect to the making of Incremental Loans under such Incremental Amendment and, in the case of any Incremental Commitments, the primary purpose of which is to finance a Permitted Acquisition or any other Permitted Business Investment, the consummation of such Permitted Acquisition or other Permitted Business Investment, as applicable, (A) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are in existence shall be equal to or less than 2.75 to 1.00 and (B) the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater than or equal to 1.10 to 1.00.

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) specified therein Amendment (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist immediately before or after giving effect to such Incremental Loans; provided thatCommitments, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investment, an Event of Default (other than an Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g) or Section 10.01(h)) may exist; (ii) and the representations and warranties in Article V of the Loan Parties contained in the Loan Documents this Agreement shall be true and correct in all material respects immediately prior to and after giving effect to such Incremental Loans; provided that (A) solely or, in the case of any Incremental Commitments the primary purpose of which representation and warranty that is to finance a Permitted Acquisition or other Permitted Business Investment, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent such representations and warranties expressly relate to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date; and (C) to the extent such representations and warranties are qualified as to “materiality,” “Material Adverse Effect” or similar language, in all respects) on and as of the date of the incurrence of such Incremental Commitments (although any representations and or warranties which expressly relate to a given date or period shall be required only to be true and correct (after giving effect to any qualification therein) in all material respects on such (or in all respects, as applicable) as of the respective dates; (iii) each Incremental Commitment shall be in an aggregate principal amount date or for the respective period, as the case may be); provided that is not less than $25,000,000 and shall be in an increment of $5,000,000; (iv) the aggregate outstanding principal amount of all Loans made on the Effective Date plus the aggregate outstanding principal amount of all Incremental Loans shall in no event exceed $300,000,000, less any principal amounts prepaid pursuant to Section 3.04; and (v) after giving pro forma effect to the making of Incremental Loans under such Incremental Amendment and, in the case of any Incremental Commitments, the primary purpose of which is Commitments incurred to finance a Permitted Acquisition or any other Permitted Business Investment, the consummation of such Permitted Acquisition or other Permitted Business Investment, as applicableInvestment permitted under Section 7.02(o), (As) or (t) that, in any such case, is not conditioned on the Senior Secured Leverage Ratio as availability of the most recently ended fiscal quarter for which financial statements are in existence financing (each, a “Limited Condition Transaction”), (x) such requirement shall be equal subject to or less than 2.75 to 1.00 and (B) the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater than or equal to 1.10 to 1.00.customary

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 applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Event of Default shall exist immediately before or after giving effect to such Incremental Loans; Commitments (provided that, with respect to any Incremental Amendment in connection with any Incremental Commitment a Limited Condition Transaction, the primary purpose of which is requirement pursuant to finance a Permitted Acquisition or other Permitted Business Investment, an Event of Default this clause (other than an Event of Default under 4)(a)(i) shall be subject to Section 10.01(a1.07(11)), Section 10.01(b), Section 10.01(g) or Section 10.01(h)) may exist; and (ii) the representations and warranties of the Loan Parties Borrower contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; date and (C) to the extent such representations any representation and warranties are warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties 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 (i) and in clause (ii) shall (x) only be required to the extent requested by the 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 and (y) shall be tested (if applicable) solely on the applicable LCT Test Date as selected by the Borrower pursuant to Section 1.07(11); (iiib) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 5,000,000 (or such lesser amount to which the Administrative Agent may reasonably agree) (provided that such amount may be less than $5,000,000 (or such lesser amount) if such amount represents all remaining availability under the limit set forth in clause (c) of this Section 2.14(4)) and each Incremental Revolving Commitment shall be in an increment aggregate principal amount that is not less than $5,000,000 (or such lesser amount to which the Administrative Agent may reasonably agree) (provided that such amount may be less than $5,000,000 (or such lesser amount) if such amount represents all remaining availability under the limit set forth in clause (c) of $5,000,000Section 2.14(4)); (ivc) the aggregate outstanding principal amount of all Incremental Term Loans made on the Effective Date plus and Incremental Revolving Commitments shall not, together with the aggregate outstanding principal amount of all Permitted Incremental Loans shall in no event Equivalent Debt, exceed $300,000,000the sum of (the amount available under clauses (i) through (iii) below, less any principal amounts prepaid pursuant to Section 3.04; andthe “Available Incremental Amount”): (vi) after giving the sum of (I) the greater of (A) $73,000,000 and (B) 100% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (calculated on a pro forma effect basis) (the “Free and Clear Incremental Amount”), plus (II) [reserved], plus (III) the aggregate principal amount, without duplication, of (including, as applicable, prepayments, terminations, redemptions and purchases of such Indebtedness at or below par (provided, that in the case of clauses (A) and (C) below, voluntary prepayments, redemptions and purchases of such Indebtedness below par shall be limited to the making amount of cash actually paid by Holdings, the Borrower or any Subsidiary in respect of such Indebtedness)) (the “Voluntary Prepayment Amount”) (A) voluntary prepayments, redemptions or repurchases of (i) Closing Date Term Loans and (ii) Incremental Term Loans and Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is a revolving credit facility), in each case under such this clause (ii), to the extent either (X) incurred in reliance on the Non-Ratio Based Incremental Amendment andAmount or (Y) secured on a pari passu basis with the Closing Date Term Loans (provided, that the relevant prepayment, redemption or repurchase is not funded with long-term Indebtedness (other than (x) revolving Indebtedness and intercompany loans and (y) any Incremental Facility or Permitted Incremental Equivalent Debt then being incurred in reliance on this clause (III)), (B) voluntary prepayments (accompanied by corresponding permanent commitment reductions in respect of (i) the Closing Date Revolving Facility and (ii) Incremental Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments, in each case under this clause (ii), to the extent either (X) incurred in reliance on the Non-Ratio Based Incremental Amount or (Y) secured on a pari passu basis with the Closing Date Revolving Facility (provided, that the relevant commitment reduction is not funded with long-term Indebtedness (other than (x) revolving Indebtedness and intercompany loans and (y) any Incremental Facility or Permitted Incremental Equivalent Debt then being incurred in reliance on this clause (III)) and (C) voluntary prepayments, redemptions or repurchases of any Credit Agreement Refinancing Indebtedness, Other Loans, Refinancing Indebtedness or other Indebtedness previously applied, directly or indirectly, to the (a) prepayment, redemption or repurchase of any Indebtedness described in sub-clauses (A) or (B) above or (b) voluntary permanent commitment reductions in respect of revolving credit commitments described in subclause (B) above (provided, that the relevant commitment reduction is not funded with long- term Indebtedness (other than (x) revolving Indebtedness and intercompany loans and (y) any Incremental Facility or Permitted Incremental Equivalent Debt then being incurred in reliance on this clause (III)), plus (ii) (I) in the case of any Incremental CommitmentsLoans or Incremental Commitments that effectively extend the Maturity Date of, or refinance, any Facility secured on a pari passu basis with the primary purpose Obligations, an amount equal to the portion of which the Facility to be replaced with (or refinanced by) such Incremental Loans or Incremental Commitments and (II) in the case of any Incremental Loans or Incremental Commitments that effectively replace any Commitment or Loan that is terminated or cancelled in accordance with Section 3.07, an amount equal to finance the portion of the relevant terminated or cancelled Commitment or Loan, plus (iii) an unlimited amount, so long as in the case of this clause (iii) only (the “Incremental Ratio Basket”), (I) in the case of Incremental Loans or Incremental Revolving Commitments that are secured by Liens on all or a Permitted Acquisition or any other Permitted Business Investment, portion of the consummation 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 such Permitted Acquisition or other Permitted Business Investment, as applicableremedies), (A) with respect to Incremental Loans (other than in respect of Incremental Delayed Draw Term Loan Commitments) or Incremental Revolving Commitments the Senior Secured First Lien Net Leverage Ratio as of for the Test Period most recently ended fiscal quarter for which financial statements are in existence shall be equal calculated on a pro forma basis after giving effect to or less than any such incurrence does not exceed 2.75 to 1.00 (including in connection with an acquisition or other Investment permitted under this Agreement) and (B) with respect to Incremental Delayed Draw Term Loan Commitments, the PDP PV10 First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to Senior any such incurrence does not exceed 3.75 to 1.00 (the condition set forth in this sub-clause (I)(B), the “Delayed Draw Term Loan First Lien Leverage Condition”) (provided that (i) in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments under this clause (I) are fully drawn and (ii) in the case of all Incremental Loans, calculating the First Lien Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred) (other than with respect to any such cash proceeds of revolving indebtedness intended to be used for working capital), (II) 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 and for the avoidance of doubt is not incurred pursuant to clause (III) below, (A) with respect to Incremental Loans (other than in respect of Incremental Delayed Draw Term Loan Commitments) or Incremental Revolving Commitments the Secured Funded 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 3.25 to 1.00 (including in connection with an acquisition or other Investment permitted under this Agreement) and (B) with respect to Incremental Delayed Draw Term Loan Commitments, 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 3.75 to 1.00 (the condition set forth in this sub-clause (II)(B), the “Delayed Draw Term Loan Secured Leverage Condition”) (provided that (i) in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments under this clause (I) are fully drawn and (ii) in the case of all Incremental Loans, calculating the First Lien Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred) (other than with respect to any such cash proceeds of revolving indebtedness intended to be used for working capital), or (III) in the case of Incremental Loans or Incremental Revolving Commitments that are unsecured (or, solely for purposes of clause (2) under the definition of “Permitted Incremental Equivalent Debt”, Permitted Incremental Equivalent Debt that is secured by assets that do not constitute Collateral), 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 3.75 to 1.00 (including in connection with an acquisition or other Investment permitted under this Agreement) (provided that (i) in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and (ii) in the case of all Incremental Loans, calculating the Total Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred (other than with respect to any such cash proceeds of revolving indebtedness intended to be used for working capital). In addition, the Borrower may elect to use clause (iii) of the definition of Available Incremental Amount regardless of whether the Borrower has capacity under clauses (i) or (ii) of the definition of Available Incremental Amount. Further, the Borrower may elect to use clause (iii) of the definition of Available Incremental Amount prior to using clauses (i) or (ii) of the definition of Available Incremental Amount, and if both clause (iii) and clauses (i) or (ii) of the definition of Available Incremental Amount are available, unless otherwise elected by the Borrower, then the Borrower will be deemed to have elected to use clause (iii) of the definition of Available Incremental Amount. In addition, any Indebtedness originally designated as incurred pursuant to clauses (i) or (ii) of the definition of Available Incremental Amount shall be greater than automatically reclassified as incurred under clause (iii) of the definition of Available Incremental Amount at such time as the Borrower would meet the applicable leverage-based incurrence test at such time on a pro forma basis, unless otherwise elected by the Borrower. In the case of any Incremental Delayed Draw Term Loan Commitment or equal Incremental Equivalent Debt in the form of a delayed draw loan or note, for purposes of determining capacity under, and compliance with the Available Incremental Amount (including for purposes of incurring or establishing such Incremental Delayed Draw Term Loan Commitment (and any associated Incremental Delayed Draw Term Loan) or Incremental Equivalent Debt in the form of a delayed draw term loan or note), such Incremental Delayed Draw Term Loan or Incremental Equivalent Debt shall be incurred as and when the applicable Incremental Delayed Draw Term Loan or Incremental Equivalent Debt is funded (and shall be deemed not to 1.10 be drawn, or incurred under the Available Incremental Amount, prior to 1.00the funding thereof) (for the avoidance of doubt, capacity under the Available Incremental Amount with respect to incurring such Incremental Delayed Draw Term Loan or Incremental Equivalent Debt shall be determined as of the applicable date of funding thereunder (and not as of the date the corresponding delayed draw commitments are established)).

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 applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment:(subject to Section 1.07(10)): (ia) (x) no Event of Default shall exist immediately before or after giving effect to such Incremental LoansCommitments; provided that, in connection with respect to any Incremental Commitment Amendment the primary purpose of which is to finance a Permitted Acquisition an acquisition or other Permitted Business InvestmentInvestment permitted by this Agreement, an Event of Default the requirement pursuant to this clause (other than an 4)(a)(x) shall be that no Event of Default under Section 10.01(a)8.01(1) or, solely with respect to the Borrower, Section 10.01(b)8.01(6) shall exist after giving effect to such Incremental Commitments, Section 10.01(g) or Section 10.01(h)) may exist; and (iiy) the representations and warranties of the Loan Parties Borrower contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and (C) to the extent such representations and warranties are warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties 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, the conditions in clause (x) and in clause (y) shall only be required to the extent requested by the Persons 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 (provided, further, that, in the case of an acquisition or other Investment with a purchase price in excess of $100.0 million, the conditions contained in the proviso to clause (x) with respect to no Event of Default under Section 8.01(1) or, solely with respect to the Borrower, 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); (iiib) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of this Section 2.14(4)) and each Incremental Revolving Commitment shall be in an increment aggregate principal amount that is not less than $5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of $5,000,000Section 2.14(4)); (ivc) the aggregate outstanding principal amount of all Incremental Term Loans made on the Effective Date plus and Incremental Revolving Commitments shall not, together with the aggregate outstanding principal amount of all Permitted Incremental Loans shall in no event Equivalent Debt, exceed $300,000,000, less any principal amounts prepaid pursuant to Section 3.04; and (v) after giving pro forma effect to the making of Incremental Loans under such Incremental Amendment and, in the case of any Incremental Commitments, the primary purpose of which is to finance a Permitted Acquisition or any other Permitted Business Investment, the consummation of such Permitted Acquisition or other Permitted Business Investment, as applicable, sum of: (A) (1) $500.0 million plus any General Debt Basket Reallocated Amount less the Senior Secured Leverage Ratio Second Lien Incremental Usage Amount (for the avoidance of doubt, it being agreed that as of the most recently ended fiscal quarter for which financial statements are in existence shall be equal Third Amendment Effective Date, no Incremental Loans or Incremental Commitments have been incurred pursuant to or less than 2.75 to 1.00 and this clause (B1)) the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater than or equal to 1.10 to 1.00.plus (2) the

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 applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (ia) (x) no Event of Default shall exist immediately before or after giving effect to such Incremental LoansCommitments; provided that, in connection with respect to any Incremental Commitment Amendment the primary purpose of which is to finance a Permitted Acquisition an acquisition or other Permitted Business InvestmentInvestment permitted by this Agreement that is not conditioned upon obtaining third-party financing, an Event of Default the requirement pursuant to this clause (other than an 4)(a)(x) shall be that no Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g8.01(1) or Section 10.01(h)8.01(6) may exist; shall exist after giving effect to such Incremental Commitments, and (iiy) the representations and warranties of the Loan Parties Borrower contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and (C) to the extent such representations and warranties are warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties 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 or Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be (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); (iiib) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of this Section 2.14(4)) and each Incremental Revolving Commitment shall be in an increment aggregate principal amount that is not less than $5.0 million (provided US-DOCS\122695800.10 that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of $5,000,000Section 2.14(4)); (ivc) the aggregate outstanding principal amount of all Incremental Term Loans made on the Effective Date plus and Incremental Revolving Commitments shall not, together with the aggregate outstanding principal amount of all Permitted Incremental Loans shall in no event Equivalent Debt, exceed $300,000,000, less any principal amounts prepaid pursuant to Section 3.04; andthe sum of: (vA) after giving pro forma effect (1) $150.0 million plus (2) the aggregate amount of (x) voluntary prepayments of Term Loans (including Incremental Term Loans) and Permitted Incremental Equivalent Debt (other than Permitted Incremental Equivalent Debt consisting of revolving credit facilities) (including purchases of the Loans or Permitted Incremental Equivalent Debt by the Borrower or any of its Subsidiaries at or below par, in which case the amount of voluntary prepayments of such Loans or Permitted Incremental Equivalent Debt shall be deemed not to exceed the making actual purchase price of such Loans or Permitted Incremental Loans under such Incremental Amendment andEquivalent Debt below par), in the case of any prepayments of Incremental CommitmentsTerm Loans or Permitted Incremental Equivalent Debt, only to the primary purpose extent such Incremental Term Loans or Permitted Incremental Equivalent Debt was secured on a pari passu basis with the First Lien Obligations under this Agreement and incurred in reliance on clause (A)(1) above and (y) voluntary permanent commitment reductions in respect of which is Incremental Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments, in each case, to finance the extent such Incremental Revolving Commitments or Permitted Incremental Equivalent Debt was secured on a Permitted Acquisition or any pari passu basis with the First Lien Obligations under this Agreement and incurred in reliance on clause (A)(1) above, other Permitted Business Investmentthan, the consummation in each case under clauses (x) and (y), from proceeds of such Permitted Acquisition or long-term Indebtedness (other Permitted Business Investmentthan revolving Indebtedness), as applicable, (A) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are in existence shall be equal to or less than 2.75 to 1.00 and plus (B) an unlimited amount, so long as in the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater than or equal to 1.10 to 1.00.case of this clause (B) only,

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 applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) (x) no Event of Default shall exist immediately before or after giving effect to such Incremental Loans; provided that, in connection with Commitments and the application of proceeds of any Incremental Commitment Loans borrowed thereunder (provided that with respect to any Incremental Commitments requested with respect to any Limited Condition Acquisition, such requirement shall be limited to the primary purpose absence of which is to finance a Permitted Acquisition or other Permitted Business Investment, an Event of Default (other than an on the applicable LCA Test Date and the absence of a Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g8.01(a) or Section 10.01(h)and (f) may exist; at the time of the funding of such Incremental Loan) and (iiy) the representations and warranties of the Loan Parties Borrower contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investment, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; date and (C) to the extent such representations any representation and warranties are warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; provided that in the case of any Incremental Commitments requested in connection with a Limited Condition Acquisition or the financing of a Permitted Acquisition or other Investment permitted hereunder, only the making and accuracy of there being no Event of Default under Section 8.01(a) and (f) shall be required); (iiiii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $25,000,000 1,000,000 (provided that such amount may be less than $1,000,000 if such amount represents all remaining availability under the limit set forth in clause (iv) of this Section 2.14(d)); (iii) the creation or provision of any Incremental Facility or Incremental Loans shall not require the approval of any existing Lender other than any existing Lender providing all or part of any Incremental Commitment; provided that, with respect to any Incremental Facility or Incremental Loans which are secured on a junior basis to any Lien on the Collateral securing the Obligations and provided by lenders other than the existing Lenders, such Incremental Facility or Incremental Loans shall be subject to a Junior Intercreditor Agreement and such other lenders shall be determined by the Borrower (provided that such other lenders shall be selected in an increment of $5,000,000;consultation with the Required Lenders); and (iv) the aggregate outstanding principal amount of all Loans made on the Effective Date plus the aggregate outstanding principal amount of all Incremental Loans shall in no event not exceed $300,000,000, less any principal amounts prepaid pursuant to Section 3.04; and (v) after giving pro forma effect to the making of Incremental Loans under such Incremental Amendment and, in Amounts available at the case of any Incremental Commitments, the primary purpose of which is to finance a Permitted Acquisition or any other Permitted Business Investment, the consummation time of such Permitted Acquisition or other Permitted Business Investment, as applicable, (A) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are in existence shall be equal to or less than 2.75 to 1.00 and (B) the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater than or equal to 1.10 to 1.00incurrence.

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, and the Incremental Commitments thereunder, shall be subject to the satisfaction (or waiver) on the applicable date (which shall be no earlier than the date of such Incremental AmendmentAmendment (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, in each case, subject to Section 1.11(g)) specified therein (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: : (i) (x) no Event of Default exists or shall exist after giving effect to such Incremental Commitments, Other Commitments, Other Term Loans or Other Notes, as applicable; 103 provided, that in the case of Incremental Commitments, Other Commitments, Other Term Loans or Other Notes incurred in connection with a Limited Condition Transaction, no Event of Default shall exist immediately before on the date of execution of the definitive documentation (or after giving effect notice, as applicable) with respect to such Incremental Loans; provided that, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investment, an Event of Default (other than an Limited Condition Transaction and no Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g8.01(a) or Section 10.01(h)8.01(f) may exist; shall exist on such Incremental Facility Closing Date and (iiy) the representations and warranties of the Loan Parties contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date); and provided that the conditions in clause (Cy) shall only be required to the extent requested by the Persons providing more than 50.0% of the applicable Incremental Commitments, Other Commitments, Other Term Loans or Other Notes, as the case may be; provided, further, that in the case of Incremental Commitments, Other Commitments, Other Term Loans or Other Notes incurred in connection with a Limited Condition Transaction, if required, only certain customary specified representations (conformed as necessary for such representations and warranties are qualified as to “materiality,” “Material Adverse Effect” acquisition, investment or similar language, such representations and warranties other transaction) shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; material respects; (iiiii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 500,000 and shall be in an increment of $5,000,000; 500,000 (ivprovided that such amount may be less than $500,000 if (x) approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed, denied or conditioned) or (y) such amount represents all remaining availability under the limit set forth in clause (iii) below) and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $500,000 and shall be in an increment of $500,000 (provided that such amount may be less than $500,000 if (x) approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed, denied or conditioned) or (y) such amount represents all remaining availability under the limit set forth in clause (iii) below); and (iii) the aggregate outstanding principal amount of the Incremental Term Loans, the Other Term Loans, Revolving Commitment Increases and the Other Notes shall not exceed (A) [reserved], plus (B) an amount equal to the sum, without duplication, of all (i) voluntary prepayments and optional redemptions of Term Loans made on the Effective Date plus the aggregate outstanding principal amount of all Incremental Loans shall in no event exceed $300,000,000, less any principal amounts prepaid pursuant to Section 3.04; and 2.05(a) or Section 10.07(l)(x) or mandatory assignments pursuant to Section 3.07 or of other pari passu Indebtedness incurred pursuant to clause (vA) after giving pro forma effect above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” and (ii) voluntary commitment reductions and voluntary prepayments of the Loans under the Revolving Credit Facility or any other pari passu revolving facility incurred pursuant to clause (A) above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” to the making extent accompanied by a permanent commitment reduction, (in each case, including any substantially concurrent prepayment, redemption, reduction, termination, buy-back (the amount of Incremental Loans under such Incremental Amendment andany debt buy backs limited to the cash payment actually made in respect thereof) or purchase, other than to the extent funded with (A) proceeds of long term Indebtedness (other than revolving Indebtedness or intercompany Indebtedness) or (B) proceeds of Indebtedness incurred pursuant to clause (A) above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” plus (C) an unlimited amount so long as, in the case of any Incremental Commitmentsthis clause (C) only, such amount at such time could be incurred without causing (x) in the case of Indebtedness secured by Liens on the Collateral that rank pari passu with the Liens securing the Initial Term Loans, the primary purpose Consolidated Senior Secured Net Leverage Ratio (calculated on a Pro Forma Basis) to exceed 4.50:1.00, (y) in the case of which is Indebtedness secured by Liens on the Collateral that rank junior to finance a Permitted Acquisition or any other Permitted Business Investmentthe Liens on the Collateral securing the Initial Term Loans, the consummation Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis) to exceed 4.50:1.00, and (z) in the case of such Permitted Acquisition or unsecured Indebtedness, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis) to exceed 4.50:1.00, in each case, after giving effect to any acquisition consummated in connection therewith and all other Permitted Business Investmentappropriate pro forma adjustments (including giving effect to the prepayment of Indebtedness in connection therewith), as applicable, and assuming for purposes of this calculation that (Ai) the Senior Secured Leverage Ratio as full committed amount of the most recently ended fiscal quarter for which financial statements are in existence shall be equal to or less than 2.75 to 1.00 and (B) the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater than or equal to 1.10 to 1.00.any Additional Revolving Commitments

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, and the Incremental Commitments thereunder, shall be subject to the satisfaction (or waiver) on the applicable date (which shall be no earlier than the date of such Incremental AmendmentAmendment (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, in each case, subject to Section 1.11(g)) specified therein (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) (x) no Event of Default exists or shall exist after giving effect to such Incremental Commitments, Other Commitments, Other Term Loans or Other Notes, as applicable; provided, that in the case of Incremental Commitments, Other Commitments, Other Term Loans or Other Notes incurred in connection with a Limited Condition Transaction, no Event of Default shall exist immediately before on the date of execution of the definitive documentation (or after giving effect notice, as applicable) with respect to such Incremental Loans; provided that, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investment, an Event of Default (other than an Limited Condition Transaction and no Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g8.01(a) or Section 10.01(h)8.01(f) may exist; shall exist on such Incremental Facility Closing Date and (iiy) the representations and warranties of the Loan Parties contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date); and provided that the conditions in clause (Cy) shall only be required to the extent requested by the Persons providing more than 50.0% of the applicable Incremental Commitments, Other Commitments, Other Term Loans or Other Notes, as the case may be; provided, further, that in the case of Incremental Commitments, Other Commitments, Other Term Loans or Other Notes incurred in connection with a Limited Condition Transaction, if required, only certain customary specified representations (conformed as necessary for such representations and warranties are qualified as to “materiality,” “Material Adverse Effect” acquisition, investment or similar language, such representations and warranties other transaction) shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesmaterial respects; (iiiii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 500,000 and shall be in an increment of $5,000,000; 500,000 (ivprovided that such amount may be less than $500,000 if (x) approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed, denied or conditioned) or (y) such amount represents all remaining availability under the limit set forth in clause (iii) below) and each Revolving Commitment Increase shall be in an aggregate outstanding principal amount that is not less than $500,000 and shall be in an increment of $500,000 (provided that such amount may be less than $500,000 if (x) approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed, denied or conditioned) or (y) such amount represents all Loans made on remaining availability under the Effective Date plus the aggregate outstanding principal amount of all Incremental Loans shall limit set forth in no event exceed $300,000,000, less any principal amounts prepaid pursuant to Section 3.04clause (iii) below); and (viii) after giving pro forma effect the aggregate amount of the Incremental Term Loans, the Other Term Loans, Revolving Commitment Increases and the Other Notes shall not exceed (A) an amount equal to the making greater of Incremental (x) $7,500,000 and (y) 75% of Consolidated EBITDA as of the last day of the most recently ended Test Period (calculated on a Pro Forma Basis) minus the aggregate principal amount of Indebtedness incurred pursuant to clause (i)(A) of the definition of “Permitted Ratio Debt”, plus (B) an amount equal to the sum, without duplication, of all (i) voluntary prepayments and optional redemptions of Term Loans made pursuant to Section 2.05(a) or Section 10.07(l)(x) or mandatory assignments pursuant to Section 3.07 or of other pari passu Indebtedness incurred pursuant to clause (A) above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” and (ii) voluntary commitment reductions and voluntary prepayments of the Loans under such Incremental Amendment andthe Revolving Credit Facility or any other pari passu revolving facility incurred pursuant to clause (A) above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” to the extent accompanied by a permanent commitment reduction, (in each case, including any substantially concurrent prepayment, redemption, reduction, termination, buy-back (the amount of any debt buy backs limited to the cash payment actually made in respect thereof) or purchase, other than to the extent funded with (A) proceeds of long term Indebtedness (other than revolving Indebtedness or intercompany Indebtedness) or (B) proceeds of Indebtedness incurred pursuant to clause (A) above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” plus (C) an unlimited amount so long as, in the case of any Incremental Commitmentsthis clause (C) only, such amount at such time could be incurred without causing (x) in the case of Indebtedness secured by Liens on the Collateral that rank pari passu with the Liens securing the Initial Term Loans, the primary purpose Consolidated Senior Secured Net Leverage Ratio (calculated on a Pro Forma Basis) to exceed 4.50:1.00, (y) in the case of which is Indebtedness secured by Liens on the Collateral that rank junior to finance a Permitted Acquisition or any other Permitted Business Investmentthe Liens on the Collateral securing the Initial Term Loans, the consummation Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis) to exceed 4.50:1.00, and (z) in the case of unsecured Indebtedness, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis) to exceed 4.50:1.00, in each case, after giving effect to any acquisition consummated in connection therewith and all other appropriate pro forma adjustments (including giving effect to the prepayment of Indebtedness in connection therewith), and assuming for purposes of this calculation that (i) the full committed amount of any Additional Revolving Commitments or Revolving Commitment Increases then being made or incurred shall be treated as fully drawn and outstanding for such Permitted Acquisition purpose and (ii) cash proceeds of any such Incremental Facility or other Permitted Business InvestmentIndebtedness permitted hereunder then being incurred shall not be netted from Consolidated Total Net Debt, Consolidated Secured Net Debt or Consolidated Senior Secured Net Debt, as applicable, for purposes of calculating such Consolidated Senior Secured Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio, as applicable; provided, however, that if amounts incurred under this clause (C) are incurred concurrently with the incurrence of Incremental Loans in reliance on clause (A) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are in existence shall be equal to or less than 2.75 to 1.00 and and/or clause (B) above, the PDP PV10 to Consolidated Senior Secured Funded Debt Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio shall be greater than permitted to exceed the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or equal the Consolidated Total Net Leverage Ratio, as applicable, set forth in clause (C) above to 1.10 to 1.00the extent of such amounts incurred in reliance on clause (A) and/or clause (B) (solely for the purpose of determining whether such concurrently incurred amounts incurred under this clause (C) are permissible) (it being understood that (I) if the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, incurrence test is met, then, at the election of the Lead Borrower, any Incremental Facility or other Indebtedness permitted hereunder may be incurred under clause (C) above regardless of whether there is capacity under clause (A) and/or clause (B) above and (II) any portion of any Incremental Facility or other Indebtedness permitted hereunder incurred in reliance on clause (A) and/or clause (B) shall be automatically reclassified (unless otherwise elected by the Lead Borrower) as incurred under clause (C) if the Borrowers meet the applicable leverage ratio under clause (C) at such time on a Pro Forma Basis).

Effectiveness of Incremental Amendment. 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) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.09(f), no Default or Event of Default shall exist immediately before or would exist after giving effect to such Incremental Loans; provided that, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investment, an Event of Default (other than an Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g) or Section 10.01(h)) may existTerm Commitments; (ii) subject to Section 1.09(f), the representations and warranties of the each Loan Parties contained Party set forth in the Article IV and in each other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving as of the Incremental Facility Closing Date with the same effect to as though made on and as of such Incremental Loans; provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentdate, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) except to the extent such representations and warranties expressly relate to an earlier date, such representations and warranties in which case they shall be true and correct in all material respects as of such earlier date; provided that (i) any representation and (C) to the extent such representations and warranties are warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesdates and (ii) in the case of the representation and warranty under Section 4.05(b), a Material Adverse Effect that 91 previously existed but that has ceased to exist on the date that such representation and warranty is being made, shall not result in such representation and warranty being untrue; (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 $5,000,0001,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in clause (iv) below); (iv) the aggregate outstanding principal amount of all Loans made on the Effective Date plus the aggregate outstanding principal amount of all Incremental Term Loans shall in no event not exceed $300,000,000, less any principal amounts prepaid pursuant to Section 3.04the Available Incremental Amount; and (vA) after giving pro forma effect to the making of Incremental Loans under such Incremental Amendment and, in extent reasonably requested by the case of any Incremental CommitmentsAdministrative Agent, the primary purpose receipt by the Administrative Agent of which is (1) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate) (other than changes to finance such legal opinions resulting from a Permitted Acquisition change in law, change in fact or any other Permitted Business Investment, change to counsel’s form of opinion reasonably satisfactory to the consummation of Administrative Agent) and (2) reaffirmation agreements and/or such Permitted Acquisition or other Permitted Business Investment, amendments to the Collateral Documents as applicable, (A) may be reasonably requested by the Senior Secured Leverage Ratio as Administrative Agent in order to ensure that the Incremental Term Loans are provided with the benefit of the most recently ended fiscal quarter for which financial statements are in existence shall be equal to or less than 2.75 to 1.00 applicable Loan Documents, and (B) to the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater than or equal to 1.10 to 1.00extent provided in the applicable Incremental Amendment, such other conditions as the Borrowers and the Lenders providing such Incremental Term Commitments may agree.

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 applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment:): (ia) (x) no Event of Default shall exist immediately before or after giving effect to such Incremental Loans; Commitments (provided that, with respect to any Incremental Amendment in connection with any Incremental Commitment the primary purpose of which a Limited Condition Transaction, (1) if an LCT Election is to finance a Permitted Acquisition or other Permitted Business Investmentmade, an no Event of Default shall have occurred and be continuing on the LCT Test Date, and (other than an 2) upon the consummation of such Limited Condition Transaction, no Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g8.01(1) or Section 10.01(h)8.01(6) may shall exist; , in each case, after giving effect to such Incremental Commitments) and (iiy) the representations and warranties of the Loan Parties Borrower contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; date and (C) to the extent such representations any representation and warranties are warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties 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; (iiib) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 5.0 million (or such lesser amount to which the Administrative Agent may reasonably agree or if such amount represents all remaining availability under the limit set forth in clause (c) of this Section 2.14(4)) and each Incremental Revolving Commitment shall be in an increment aggregate principal amount that is not less than $5.0 million (or such lesser amount to which the Administrative Agent may reasonably agree or if such amount represents all remaining availability under the limit set forth in clause (c) of $5,000,000Section 2.14(4)); (ivc) the aggregate outstanding principal amount incurrence of all 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 made on (as defined in the Effective Date plus AAL) and Last Out Term Loans (as defined in the aggregate outstanding principal amount of all Incremental Loans shall in no event exceed $300,000,000, less any principal amounts prepaid AAL) pursuant to Section 3.04the 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) after giving the aggregate principal amount of Incremental Term Loans and Incremental Revolving Commitments shall not, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed the sum of (the amount currently available under clauses (A) 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 effect 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 making amount of Incremental Loans under cash actually paid by Holdings, the Borrower or such Incremental Amendment Subsidiary), 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 CommitmentsTerm Loans or Permitted Incremental Equivalent Debt, 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 primary purpose “Non-Ratio Based Incremental Amount”), plus (B) [reserved], (C) an unlimited amount, so long as in the case of which 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 finance 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 any other Permitted Business InvestmentInvestment 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 incurred), (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, the consummation of 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 Permitted Business InvestmentInvestment permitted hereunder) (provided that, as applicablein the case of an incurrence of Incremental Revolving Commitments, (A) assuming such Incremental Revolving Commitments are fully drawn and calculating the Senior Secured Net Leverage Ratio as 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 fiscal quarter for which financial statements 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 in existence 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 to use 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 equal to or less than 2.75 to 1.00 and (B) automatically reclassified as incurred under the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater than or equal to 1.10 to 1.00Based Incremental Amount at such time as the Borrower would meet the applicable leverage-based incurrence test on a pro forma basis.

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 applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (a) (i) no Event of Default shall exist immediately before or after giving effect to such Incremental Loans; Commitments (provided that, with respect to any Incremental Amendment in connection with any Incremental Commitment a Limited Condition Transaction, the primary purpose of which is requirement pursuant to finance a Permitted Acquisition or other Permitted Business Investment, an this clause (4)(a)(i) shall be that (x) no Event of Default shall exist on the LCT Test Date and (other than an y) no Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g8.01(1) or Section 10.01(h8.01(6) shall exist after giving effect to such Incremental Commitments)) may exist; , and (ii) the representations and warranties of the Loan Parties Borrower contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; date and (C) to the extent such representations any representation and warranties are warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates); (iiib) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 and shall 5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in an increment clause (c) of $5,000,000this Section 2.14(4)); (ivc) the aggregate outstanding principal amount of all Incremental Term Loans made on shall not exceed the Effective Date plus sum of the following: (I) an amount that, together with the aggregate outstanding principal amount of all Incremental Loans shall in no event exceed $300,000,000, less any principal amounts prepaid Indebtedness incurred pursuant to Section 3.047.02(b)(12), does not exceed the greater of (i) $30,000,000 and (ii) 3.0% of Total Assets (or after the Adjusted EBITDA Grower Trigger Date, 30.0% of Adjusted EBITDA) as of (or for) the most recently ended Test Period (calculated on a pro forma basis) of the Borrower and its Subsidiaries; andplus (vII) after giving pro forma effect to the making aggregate principal amount, without duplication, of Incremental (including, as applicable, prepayments, terminations, redemptions and purchases of such Indebtedness at or below par (in each case, in the principal amount of the Indebtedness or revolving commitments subject thereto) (the “First Lien Voluntary Prepayments Amount”) voluntary prepayments, redemptions or repurchases of Closing Date Term Loans and any other Indebtedness secured by the Collateral on a pari passu basis with the Obligations ((x) other than Second Lien Term Loans and (y) in the case of revolving Indebtedness, accompanied by a permanent commitment reduction) (provided that the relevant prepayment, redemption, repurchase or commitment reduction under such Incremental Amendment andthis clause (I) shall not have been funded with proceeds of long-term Indebtedness (other than revolving Indebtedness)), plus (III) in the case of any Incremental CommitmentsLoans or Incremental Commitments that effectively extend the Maturity Date of, or refinance, any Facility, an amount equal to the portion of the Facility to be replaced with (or refinanced by) such Incremental Loans or Incremental Commitments and (II) in the case of any Incremental Loans or Incremental Commitments that effectively replace any Commitment or Loan that is terminated or cancelled in accordance with Section 3.07, an amount equal to the portion of the relevant terminated or cancelled Commitment or Loan, the primary purpose of which is to finance a Permitted Acquisition or any other Permitted Business Investmentamount available under this clause (c), the consummation of such Permitted Acquisition or other Permitted Business Investment, as applicable, (A) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are in existence shall be equal to or less than 2.75 to 1.00 “Free and (B) the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater than or equal to 1.10 to 1.00Clear Incremental Amount”.

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) specified therein Amendment (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Default or Event of Default shall exist immediately before or after giving effect to such Incremental Loans; provided thatCommitments, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investment, an Event of Default (other than an Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g) or Section 10.01(h)) may exist; (ii) and the representations and warranties in Article V of the Loan Parties contained in the Loan Documents this Agreement shall be true and correct in all material respects immediately prior to and after giving effect to such Incremental Loans; provided that (A) solely or, in the case of any Incremental Commitments the primary purpose of which representation and warranty that is to finance a Permitted Acquisition or other Permitted Business Investment, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent such representations and warranties expressly relate to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date; and (C) to the extent such representations and warranties are qualified as to “materiality,” “Material Adverse Effect” or similar language, in all respects) on and as of the date of the incurrence of such Incremental Commitments (although any representations or warranties which expressly relate to a given date or period shall be required only to be true and correct in all material respects (or in all respects, as applicable) as of the respective date or for the respective period, as the case may be); provided that in the case of Incremental Term Commitments (and for the avoidance of doubt, not in the case of Incremental Revolving Loan Commitments) and Incremental Term Loans incurred to finance a Permitted Acquisition or Investment permitted under Section 7.02(o), (s) or (t) that, in any such case, is not conditioned on the availability of financing (each, a “Limited Condition Transaction”), (x) such requirement shall be subject to customary “SunGard” conditionality (including (1) the representations and warranties hereunder shall be made, but only the customary “specified” representations and warranties shall be true required to be accurate) and correct (after giving effect 2) waiver or non-requirement of the absence of a Default or Event of Default (other than with respect to any qualification thereina Default or Event of Default under Section 8.01(a) or (f))) and (y) the Consolidated First Lien Net Leverage Ratio set forth in all respects on clause (iii)(A) below may, at the Borrower’s election, be tested at the time such respective datesLimited Condition Transaction is committed and will not be tested upon consummation thereof, in each case if otherwise agreed by the Incremental Term Lenders providing such Incremental Term Commitments and Incremental Term Loans; (iiiii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 10,000,000 and shall be in an increment of $5,000,0001,000,000 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; (iviii) the aggregate outstanding principal amount of all the Incremental Term Loans made on and Incremental Revolving Loan Commitments following the Effective Delayed Draw Term A Commitment Expiration Date plus shall not exceed the aggregate outstanding principal sum of (A) an unlimited amount of all Incremental Term Loans shall in no event exceed $300,000,000and/or Incremental Revolving Loan Commitments so long as, less any principal amounts prepaid pursuant to Section 3.04; and such amount on and as of the date of the incurrence of such Incremental Term Loans or Incremental Commitments, would not cause the Consolidated First Lien Net Leverage Ratio (v) after giving determined on a Pro Forma Basis, including the pro forma effect of any Specified Transaction to be financed (in whole or in part) with the proceeds of the Incremental Loan, and computed (x) assuming all previously established and simultaneously established Incremental Revolving Loan Commitments or revolving loan commitments incurred under Section 7.03(r)(i) are fully drawn, (y) without giving effect to any concurrent incurrence of any Indebtedness made pursuant to the making following Section 2.14(d)(iii)(B), Section 7.03(r)(i)(B) or Section 7.03(r)(ii)(B) and (z) excluding the cash proceeds of Incremental Loans (1) any borrowing under any such Incremental Amendment andRevolving Loan Commitments, in the case of and (2) any Incremental Commitments, the primary purpose of which is Term Loans) to finance a Permitted Acquisition or any other Permitted Business Investment, the consummation of such Permitted Acquisition or other Permitted Business Investment, as applicable, (A) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are in existence shall be equal to or less than 2.75 exceed 3.00 to 1.00 and (B) an additional amount equal to the PDP PV10 greater of $35,000,000 and 50.0% of LTM EBITDA determined as of the date of incurrence (net of Indebtedness incurred pursuant to Senior Secured Funded Debt Ratio Section 7.03(r)(i)(B) or Section 7.03(r)(ii)(B)) (it being understood that Indebtedness incurred under this clause (B) shall be greater than available at all times and not subject to any ratio test, whether incurred simultaneously with amounts under clause (A) or equal otherwise); and (iv) [reserved]; (v) for purposes of the calculations in clause (iii) above, (A) with respect to 1.10 any Incremental Commitments, assuming a borrowing of the maximum amount of Loans available thereunder and (B) to 1.00the extent the proceeds thereof are used to repay Indebtedness, pro forma effect shall be given to such repayment of Indebtedness.

Effectiveness of Incremental Amendment. The obtaining of Other Commitments, the making of Other Term Loans, 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 AmendmentAmendment (or, in the case of Other Commitments and Other Term Loans, on the date of the extension of such commitments or the incurrence or issuance of such Other Term Loans, as applicable) specified therein (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) with respect to any Incremental Commitments, (A) no Event of Default shall exist immediately before or after giving effect to such Incremental LoansCommitments; provided thatprovided, that in connection with any the case of Incremental Commitment the primary purpose of which is Commitments incurred to finance a Permitted Acquisition permitted acquisition or other Permitted Business Investmentpermitted Investments (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 1.7) under Section 8.1(a), (b), (h) and (i) shall exist on (i) the date that the Borrower or the applicable Restricted Subsidiary consummates such permitted acquisition or other permitted Investments, or, (ii) in the case of Incremental Commitments incurred to finance a Limited Condition Acquisition, on the LCA Test Date; provided, that the applicable Incremental Lenders may waive, in each case of clauses (i) or (ii), such condition regarding an absence of such an Event of Default (other than an Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g) and the requirement that the representations and warranties have to be made and accurate in all material respects shall be subject to customary “Sungard” or Section 10.01(h)) may exist“certain funds” limitations; (ii) the representations and warranties of the Loan Parties contained in the Loan Documents shall be true and correct in all material respects immediately prior to and after giving effect to such Incremental Loans; provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investment, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent such representations and warranties expressly relate to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date; and (C) to the extent such representations and warranties are qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties 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 5,000,000 and shall be in an increment of $5,000,0001,000,000 (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); (iviii) the aggregate outstanding principal amount of all the Incremental Term Loans made on the Effective Date plus and Other Term Loans shall not exceed (A) an amount equal to $100,000,000 (minus the aggregate outstanding principal amount of all Incremental Loans shall in no event exceed $300,000,000, less any principal amounts prepaid Indebtedness incurred pursuant to Section 3.04; and 2.23(d)(iii)(A) of the First Lien Credit Agreement), plus (vB) after giving pro forma effect up to the making an additional amount of Incremental Loans under such Incremental Amendment andTerm Loans, in the case of any Incremental Commitments, the primary purpose of which is to finance a Permitted Acquisition or any other Permitted Business Investment, the consummation of such Permitted Acquisition or other Permitted Business Investment, as applicableOther Commitments and/or Other Term Loans, (Ai) so long as the Consolidated Senior Secured Leverage Ratio (determined on a Pro Forma Basis) is equal to or less than 5.50:1.00 or (ii) to the extent such Indebtedness consists of Other Term Loans that are unsecured or secured on a junior lien basis and subordinated in right of payment to the Term Loans, so long as the Consolidated Leverage Ratio (determined on a Pro Forma Basis) is equal to or less than 6.00:1.00 as of the last day of the most recently ended period of four fiscal quarter quarters of the Borrower for which financial statements are 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 existence each case, with respect to any Incremental Term Commitment established at such time, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans Other Commitments and/or Other Term Loans that are being incurred for the purposes of netting; provided that to the extent the proceeds thereof are used to repay Indebtedness, such repayment of Indebtedness shall be calculated on a Pro Forma Basis and subject to other customary pro forma adjustments, including, in connection with an investment, plus (C) (1) the amount of all debt buybacks conducted under this Agreement and under the First Lien Credit Agreement, but limited to the actual cash amount paid by Borrower or its Restricted Subsidiaries in connection with such buyback plus (2) an amount equal to all voluntary prepayments of, in each case, without duplication, (x) the Loans and the First Lien Term Loans and (y) any Incremental Term Loans, Other Term Loans, First Lien Incremental Indebtedness (other than First Lien Incremental Revolving Loans), Incremental Equivalent Debt or First Lien Incremental Equivalent Debt and permanent voluntary commitment reductions of the First Lien Revolving Commitments, including any First Lien Incremental Revolving Commitments (less all such reductions applied to increase the corresponding incremental facility basket under the First Lien Credit Agreement, First Lien Incremental Equivalent Debt or Incremental Equivalent Debt), other than 2.75 voluntary prepayments and voluntary commitment reductions to 1.00 the extent funded or replaced by a substantially contemporaneous refinancing with long-term indebtedness(in each case, to the extent originally incurred under the “free and clear” prong); (it being understood that (x) amounts under clause (B) (to the PDP PV10 extent compliant therewith) shall be deemed to have used prior to utilization of amounts under clause (A) or (C), (y) loans may be incurred under both clauses (A), (B) and (C) above, and proceeds from any such incurrence under such clauses (A), (B) and (C) above, may be utilized in a single transaction by first calculating the incurrence under clause (B) above and then calculating the incurrence under clause (A) or (C) above and, for the avoidance of doubt, any such incurrence under clause (A) or (C) shall not be given pro forma effect for purposes of determining the Consolidated Senior Secured Funded Debt Leverage Ratio shall and/or Consolidated Leverage Ratio, as applicable, for purposes of effectuating the incurrence under clause (B) in such single transaction and (z) the Borrower may redesignate any such Indebtedness originally incurred pursuant to clause (A) or (C) as incurred pursuant to clause (B) if, at the time of such redesignation, the Borrower would be greater permitted to incur the aggregate principal amount of Indebtedness being so redesignated); and (iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal opinions, 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 equal change to 1.10 counsel’s form of opinion reasonably satisfactory to 1.00the Administrative Agent.

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 applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (a) (i) no Event of Default shall exist immediately before or after giving effect to such Incremental Loans; Commitments (provided that, with respect to any Incremental Amendment in connection with any Incremental Commitment a Limited Condition Transaction, the primary purpose of which is requirement pursuant to finance a Permitted Acquisition or other Permitted Business Investment, an Event of Default this clause (other than an Event of Default under 4)(a)(i) shall be subject to Section 10.01(a1.07(11)), Section 10.01(b), Section 10.01(g) or Section 10.01(h)) may exist; and (ii) the representations and warranties of the Loan Parties Borrower contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; date and (C) to the extent such representations any representation and warranties are warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties 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 (i) and in clause (ii) shall (x) only be required to the extent requested by the 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 and (y) shall be tested (if applicable) solely on the applicable LCT Test Date as selected by the Borrower pursuant to Section 1.07(11); (iiib) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 5,000,000 (or such lesser amount to which the Administrative Agent may reasonably agree) (provided that such amount may be less than $5,000,000 (or such lesser amount) if such amount represents all remaining availability under the limit set forth in clause (c) of this Section 2.14(4)) and each Incremental Revolving Commitment shall be in an increment aggregate principal amount that is not less than $5,000,000 (or such lesser amount to which the Administrative Agent may reasonably agree) (provided that such amount may be less than $5,000,000 (or such lesser amount) if such amount represents all remaining availability under the limit set forth in clause (c) of $5,000,000Section 2.14(4)); (ivc) the aggregate outstanding principal amount of all Incremental Term Loans made on the Effective Date plus and Incremental Revolving Commitments shall not, together with the aggregate outstanding principal amount of all Permitted Incremental Loans shall in no event Equivalent Debt, exceed $300,000,000the sum of (the amount available under clauses (i) through (iii) below, less any principal amounts prepaid pursuant to Section 3.04; andthe “Available Incremental Amount”): (vi) after giving the sum of (I) the greater of (A) $107,300,000 and (B) 100% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (calculated on a pro forma effect basis) (the “Free and Clear Incremental Amount”), plus (II) any General Debt Basket Reallocated Amount, plus (III) the aggregate principal amount, without duplication, of (including, as applicable (x) prepayments, terminations, redemptions and purchases of such Indebtedness at or below par and (y) prepayments, redemptions and purchases of any Commitment or Loan that is terminated or cancelled in accordance with Section 3.07) (provided, that in the case of clauses (A) and (C) below, voluntary prepayments, redemptions and purchases of such Indebtedness below par shall be limited to the making amount of cash actually paid by Holdings, the Borrower or any Subsidiary in respect of such Indebtedness) (A) voluntary prepayments, redemptions or repurchases of (i) Closing Date Term Loans and (ii) Incremental Term Loans or Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is a revolving credit facility), in each case under such this clause (ii), to the extent either (X) incurred in reliance on the Non-Ratio Based Incremental Amendment andAmount or (Y) secured on a pari passu basis with the Closing Date Term Loans (provided, that the relevant prepayment, redemption or repurchase is not funded with long-term Indebtedness (other than (x) revolving Indebtedness and intercompany loans and (y) any Incremental Facility or Permitted Incremental Equivalent Debt then being incurred in reliance on this clause (III))), (B) voluntary prepayments (accompanied by corresponding permanent commitment reductions in respect of (i) the Closing Date Revolving Facility and (ii) Incremental Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments, in each case under this clause (ii), to the extent either (X) incurred in reliance on the Non-Ratio Based Incremental Amount or (Y) secured on a pari passu basis with the Closing Date Revolving Facility (provided, that the relevant commitment reduction is not funded with long-term Indebtedness (other than (x) revolving Indebtedness and intercompany loans and (y) any Incremental Facility or Permitted Incremental Equivalent Debt then being incurred in reliance on this clause (III))) and (C) voluntary prepayments, redemptions or repurchases of any Credit Agreement Refinancing Indebtedness, Other Loans, Refinancing Indebtedness or other Indebtedness previously applied, directly or indirectly, to the (a) prepayment, redemption or repurchase of any Indebtedness described in sub-clauses (A) or (B) above or (b) voluntary permanent commitment reductions in respect of revolving credit commitments described in subclause (B) above (provided, that the relevant commitment reduction is not funded with long-term Indebtedness (other than (x) revolving Indebtedness and intercompany loans and (y) any Incremental Facility or Permitted Incremental Equivalent Debt then being incurred in reliance on this clause (III))), plus (ii) (I) in the case of any Incremental Loans or Incremental Commitments that effectively extend the Maturity Date of, or refinance, any Facility secured on a pari passu basis with the Obligations, an amount equal to the portion of the Facility to be replaced with (or refinanced by) such Incremental Loans or Incremental Commitments and (II) in the case of any Incremental Loans or Incremental Commitments that effectively replace any Commitment or Loan that is terminated or cancelled in accordance with Section 3.07, an amount equal to the portion of the relevant terminated or cancelled Commitment or Loan, plus (iii) an unlimited amount, so long as in the case of this clause (iii) only (the “Incremental Ratio Basket”), (I) in the case of Incremental Loans or Incremental 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), with respect to Incremental Loans or Incremental Commitments 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 2.50 to 1.00 (including in connection with an acquisition or other Investment permitted under this Agreement) (provided that (i) in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments under this clause (I) are fully drawn and (ii) in the primary purpose case of which all Incremental Loans, calculating the First Lien Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred) (other than with respect to any such cash proceeds of revolving indebtedness intended to be used for working capital), (II) in the case of Incremental Loans or Incremental Commitments that are secured by Liens on all or a portion of the Collateral on a basis that is junior in priority to finance a Permitted Acquisition or any other Permitted Business Investmentthe Liens on the Collateral securing the First Lien Obligations under this Agreement and for the avoidance of doubt is not incurred pursuant to clause (III) below, the consummation of Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such Permitted Acquisition incurrence does not exceed 3.00 to 1.00 (including in connection with an acquisition or other Investment permitted under this Agreement) (provided that (i) in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments under this clause (I) are fully drawn and (ii) in the case of all Incremental Loans, calculating the Secured Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred) (other than with respect to any such cash proceeds of revolving indebtedness intended to be used for working capital), or (III) in the case of Incremental Loans or Incremental Commitments that are unsecured or that is secured by assets that do not constitute Collateral, 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 3.50 to 1.00 (including in connection with an acquisition or other Investment permitted under this Agreement) (provided that (i) in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and (ii) in the case of all Incremental Loans, calculating the Total Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred (other than with respect to any such cash proceeds of revolving indebtedness intended to be used for working capital)); provided that in the case of any Incremental Commitment (or Permitted Business InvestmentIncremental Equivalent Debt) in the form of a delayed draw term loan facility, notwithstanding anything to the contrary herein, in calculating the First Lien Net Leverage Ratio, Secured Net Leverage Ratio or Total Net Leverage Ratio, as applicable, for purposes of this Section 2.14(4)(c)(iii), at the election of the Borrower, either (A) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are in existence such Incremental Commitment (or Permitted Incremental Equivalent Debt) shall be equal deemed to be fully drawn at the time such Incremental Commitment (or less than 2.75 to 1.00 Permitted Incremental Equivalent Debt) becomes effective and thereafter the borrowings under such Incremental Commitment (or Permitted Incremental Equivalent Debt) shall not constitute an additional incurrence of Indebtedness for purposes of this Section 2.14, or (B) such Incremental Commitment and the PDP PV10 to Senior Secured Funded Debt Ratio Incremental Term Loans (or Permitted Incremental Equivalent Debt) in respect thereof shall be greater than deemed incurred as and when funded in accordance with the terms of such delayed draw term loan facility. In addition, the Borrower may elect to use clause (iii) of the definition of Available Incremental Amount regardless of whether the Borrower has capacity under clauses (i) or equal (ii) of the definition of Available Incremental Amount. Further, the Borrower may elect to 1.10 use clause (iii) of the definition of Available Incremental Amount prior to 1.00using clauses (i) or (ii) of the definition of Available Incremental Amount, and if both clause (iii) and clauses (i) or (ii) of the definition of Available Incremental Amount are available, unless otherwise elected by the Borrower, then the Borrower will be deemed to have elected to use clause (iii) of the definition of Available Incremental Amount. In addition, any Indebtedness originally designated as incurred pursuant to clauses (i) or (ii) of the definition of Available Incremental Amount shall be automatically reclassified as incurred under clause (iii) of the definition of Available Incremental Amount at such time as the Borrower would meet the applicable leverage-based incurrence test at such time on a pro forma basis, unless otherwise elected by the Borrower.

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 applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment:): (ia) (x) no Event of Default shall exist immediately before or after giving effect to such Incremental Loans; Commitments (provided that, in connection with respect to any Incremental Commitment Amendment the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business InvestmentLimited Condition Transaction, an Event of Default the requirement pursuant to this clause (other than an 4)(a)(x) shall be that no Event of Default under Section 10.01(a8.01(1) or, solely with respect to the Borrower, Section 8.01(6) shall exist after giving effect to such Incremental Commitments), Section 10.01(b), Section 10.01(g) or Section 10.01(h)) may exist; and (iiy) the representations and warranties of the Loan Parties Borrower contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; date and (C) to the extent such representations any representation and warranties are warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties 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 (x) (other than the condition referenced in the proviso thereto in respect of Section 8.01(1) and Section 8.01(6)) and in clause (y) shall only be required to the extent requested by the Persons providing more than 50% of the applicable Incremental Term Loans and Incremental Term C ommitments or Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be; provided, further, that in the case of an acquisition or other Investment with a purchase price in excess of the greater of (A) $650.0 million and (B) 100.0% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis), the conditions contained in clause (y) with respect to Specified Representations, shall be required whether or not requested by such Persons, unless waived in accordance with Section 10.01; (iiib) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of this Section 2.14(4)) and each Incremental Revolving Commitment shall be in an increment aggregate principal amount that is not less than $5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of $5,000,000Section 2.14(4)); (ivc) the aggregate outstanding principal amount of all Incremental Term Loans made on the Effective Date plus and Incremental Revolving Commitments shall not, together with the aggregate outstanding principal amount of all Permitted Incremental Loans shall in no event Equivalent Debt, exceed $300,000,000the sum of (the amount available under clauses (A) through (C) below, less any principal amounts prepaid pursuant to Section 3.04; andthe “Available Incremental Amount”): (vA) after giving the sum of (1) the greater of (the “Free and Clear Incremental Amount”) (x) $650.0 million and (y) 100.0% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma effect basis), plus (2) any General Debt Basket Reallocated Amount, plus (3) the aggregate principal amount, without duplication, of (x) voluntary prepayments, redemptions or repurchases of Incremental Term Loans and Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is a revolving credit facility) (including purchases of Incremental Term Loans or such Permitted Incremental Equivalent Debt by Holdings, the Borrower or any Subsidiaries of Holdings at or below par), in each case, only to the making extent such Incremental Term Loans or Permitted Incremental Equivalent Debt was incurred in reliance on the Free and Clear Incremental Amount, (y) voluntary permanent commitment reductions in respect of Incremental Loans under Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments, in each case, to the extent such Incremental Amendment andRevolving Commitments or Permitted Incremental Equivalent Debt was incurred in reliance on the Free and Clear Incremental Amount and (z) voluntary prepayments, redemptions or repurchases of any Credit Agreement Refinancing Indebtedness, Other Loans, Refinancing Indebtedness or other Indebtedness (or, in the case of any Incremental Commitments, the primary purpose of which is to finance a Permitted Acquisition or any other Permitted Business Investment, the consummation of such Permitted Acquisition or other Permitted Business Investment, as applicable, (A) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are foregoing under this clause (z) that constitutes a revolving credit commitment, voluntary permanent commitment reductions in existence respect thereof) previously applied to the (I) prepayment, redemption or repurchase of any Incremental Term Loans and Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is a revolving credit facility) or (II) voluntary permanent commitment reductions in respect of Incremental Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments, in each case under sub-clauses (I) and (II), to the extent such Indebtedness was originally incurred in reliance on the Free and Clear Incremental Amount (provided that the relevant prepayment, redemption, repurchase or commitment reduction under this clause (3) shall be equal to or less not have been funded with proceeds of long-term Indebtedness (other than 2.75 to 1.00 and revolving Indebtedness)), plus (B) (x) in the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater than case of any Incremental Loans or Incremental Commitments that effectively extend the Maturity Date of, or refinance, any Facility, an amount equal to 1.10 the portion of the Facility to 1.00.be replaced with (or refinanced by) such Incremental Loans or Incremental Commitments and (y) in the case of any Incremental Loans or Incremental Commitments that effectively replace any Commitment or Loan that is terminated or cancelled in accordance with Section 3.07, an amount equal to the portion of the relevant terminated or cancelled Commitment or Loan (the amounts under this clause (4)(c)(B), together with the Free and Clear Incremental Amount, the “Non-Ratio Based Incremental Amount”), plus (C) an unlimited amount, so long as in the case of this clause (C) only (the “Ratio Based Incremental Amount” and together with the Non-Ratio Based Incremental Amount, the “Available Incremental Amount”),

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 applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment:(subject to Section 1.07(10)): (ia) (x) no Event of Default shall exist immediately before or after giving effect to such Incremental LoansCommitments; provided that, in connection with respect to any Incremental Commitment Amendment the primary purpose of which is to finance a Permitted Acquisition an acquisition or other Permitted Business InvestmentInvestment permitted by this Agreement, an Event of Default the requirement pursuant to this clause (other than an 4)(a)(x) shall be that no Event of Default under Section 10.01(a)8.01(1) or, solely with respect to the Borrower, Section 10.01(b)8.01(6) shall exist after giving effect to such Incremental Commitments, Section 10.01(g) or Section 10.01(h)) may exist; and (iiy) the representations and warranties of the Loan Parties Borrower contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and (C) to the extent such representations and warranties are warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties 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, the conditions in clause (x) and in clause (y) shall only be required to the extent requested by the Persons 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 (provided, further, that, in the case of an acquisition or other Investment with a purchase price in excess of $100.0 million, the conditions contained in the proviso to clause (x) with respect to no Event of Default under Section 8.01(1) or, solely with respect to the Borrower, 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); (iiib) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of this Section 2.14(4)) and each Incremental Revolving Commitment shall be in an increment aggregate principal amount that is not less than $5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of $5,000,000Section 2.14(4)); (ivc) the aggregate outstanding principal amount of all Incremental Term Loans made on the Effective Date plus and Incremental Revolving Commitments shall not, together with the aggregate outstanding principal amount of all Permitted Incremental Equivalent Debt, exceed the sum of: (A) (1) $500.0 million plus any General Debt Basket Reallocated Amount less the Second Lien Incremental Usage Amount (for the avoidance of doubt, it being agreed that as of the Third Amendment Effective Date, no Incremental Loans shall in no event exceed $300,000,000, less any principal amounts prepaid or Incremental Commitments have been incurred pursuant to Section 3.04this clause (1)) plus (2) the aggregate amount of (w) voluntary prepayments, redemptions or repurchases of Incremental Term Loans and Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is a revolving credit facility) (including purchases of Incremental Term Loans or Permitted Incremental Equivalent Debt by Holdings, the Borrower or any of its Subsidiaries at or below par, in which case the amount of voluntary prepayments of such Incremental Term Loans or Permitted Incremental Equivalent Debt shall be deemed not to exceed the actual purchase price of such Loans or Permitted Incremental Equivalent Debt below par), in each case, only to the extent such Incremental Term Loans or Permitted Incremental Equivalent Debt was incurred in reliance on clause (A)(1) above, (x) voluntary permanent commitment reductions in respect of Incremental Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments, in each case, to the extent such Incremental Revolving Commitments or Permitted Incremental Equivalent Debt was incurred in reliance on clause (A)(1) above, (y) voluntary prepayments, redemption or repurchase of Second Lien Incremental Usage Amount Debt (including purchases of Second Lien Incremental Usage Amount Debt by Holdings, the Borrower or any of its Subsidiaries) and (z) voluntary prepayments, redemptions or repurchases of any Credit Agreement Refinancing Indebtedness, Other Loans, Refinancing Indebtedness or other Indebtedness, in each case, previously applied to the prepayment, redemption or repurchase of any Incremental Term Loans and Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is a revolving credit facility) incurred in reliance on clause (A)(1) above or any Second Lien Incremental Usage Amount Debt, in the case of this clause (z), so long as such prepayment, redemption or repurchase was not previously included in clause (w) or clause (y) above; andother than, in each case under clauses (w), (y) and (z), from proceeds of long-term Indebtedness (other than revolving credit facilities); provided, that for the avoidance of doubt, this clause (A) shall not give credit to any prepayment of Closing Date Term Loans with the proceeds of, or by the conversion into, Term B Loans, plus (vB) after giving pro forma effect to the making of Incremental Loans under such Incremental Amendment and, (x) in the case of any Incremental CommitmentsLoans or Incremental Commitments that effectively extend the Maturity Date of, or refinance, any Facility, an amount equal to the portion of the Facility to be replaced with (or refinanced by) such Incremental Loans or Incremental Commitments and (y) in the case of any Incremental Loans or Incremental Commitments that effectively replace any Commitment or Loan that is terminated or cancelled in accordance with Section 3.07, an amount equal to the portion of the relevant terminated or cancelled Commitment or Loan, plus (C) solely to the extent not in duplication of prepayments, redemptions, repurchases or permanent commitment reductions described in Section 2.14(4)(c)(A)(2), the primary purpose aggregate amount of which (x) voluntary prepayments, redemptions or repurchases of Term Loans and Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is to finance a revolving credit facility) (including purchases of Term Loans or Permitted Acquisition Incremental Equivalent Debt by Holdings, the Borrower or any other of its Subsidiaries), (y) voluntary permanent commitment reductions in respect of Revolving Commitments or Permitted Business InvestmentIncremental Equivalent Debt consisting of revolving credit commitments and (z) voluntary prepayments, the consummation redemptions or repurchases of such Permitted Acquisition any Credit Agreement Refinancing Indebtedness, Other Loans, Refinancing Indebtedness or other Indebtedness, in each case, previously applied to the prepayment, redemption or repurchase of any Term Loans and Permitted Business InvestmentIncremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is a revolving credit facility), in the case of this clause (z), so long as applicablesuch prepayment, redemption or repurchase was not previously included in clause (Ax) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are above; other than, in existence shall be equal to or less than 2.75 to 1.00 each case under clauses (x) and (Bz), from proceeds of long-term Indebtedness (other than revolving credit facilities) provided, that for the PDP PV10 avoidance of doubt, this clause (C) shall not give credit to Senior Secured Funded Debt Ratio shall be greater than any prepayment of Closing Date Term Loans with the proceeds of, or equal to 1.10 to 1.00.by the conversion into, Term B Loans, plus (D) an unlimited amount, so long as in the case of this clause (D) only,

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 applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment:(subject to Section 1.07(10)): (ia) (x) no Event of Default shall exist immediately before or after giving effect to such Incremental LoansCommitments; provided that, in connection with respect to any Incremental Commitment Amendment the primary purpose of which is to finance a Permitted Acquisition an acquisition or other Permitted Business InvestmentInvestment permitted by this Agreement, an Event of Default the requirement pursuant to this clause (other than an 4)(a)(x) shall be that no Event of Default under Section 10.01(a)8.01(1) or, solely with respect to the Borrower, Section 10.01(b)8.01(6) shall exist after giving effect to such Incremental Commitments, Section 10.01(g) or Section 10.01(h)) may exist; and (iiy) the representations and warranties of the Loan Parties Borrower contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and (C) to the extent such representations and warranties are warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties 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, the conditions in clause (x) and in clause (y) shall only be required to the extent requested by the Persons 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 (provided, further, that, in the case of an acquisition or other Investment with a purchase price in excess of $100.0 million, the conditions contained in the proviso to clause (x) with respect to no Event of Default under Section 8.01(1) or, solely with respect to the Borrower, 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); (iiib) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of this Section 2.14(4)) and each Incremental Revolving Commitment shall be in an increment aggregate principal amount that is not less than $5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of $5,000,000Section 2.14(4)); (ivc) the aggregate outstanding principal amount of all Incremental Term Loans made on the Effective Date plus and Incremental Revolving Commitments shall not, together with the aggregate outstanding principal amount of all Permitted Incremental Equivalent Debt, exceed the sum of: (A) (1) $500.0 million plus any General Debt Basket Reallocated Amount less the Second Lien Incremental Usage Amount plus (2) the aggregate amount of (w) voluntary prepayments, redemptions or repurchases of Incremental Term Loans and Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is a revolving credit facility) (including purchases of Incremental Term Loans or Permitted Incremental Equivalent Debt by Holdings, the Borrower or any of its Subsidiaries at or below par, in which case the amount of voluntary prepayments of such Incremental Term Loans or Permitted Incremental Equivalent Debt shall be deemed not to exceed the actual purchase price of such Loans or Permitted Incremental Equivalent Debt below par), in no event exceed $300,000,000each case, less any principal amounts prepaid pursuant to Section 3.04; and (v) after giving pro forma effect only to the making extent such Incremental Term Loans or Permitted Incremental Equivalent Debt was incurred in reliance on clause (A)(1) above, (x) voluntary permanent commitment reductions in respect of Incremental Loans under Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments, in each case, to the extent such Incremental Amendment andRevolving Commitments or Permitted Incremental Equivalent Debt was incurred in reliance on clause (A)(1) above, (y) voluntary prepayments, redemption or repurchase of Second Lien Incremental Usage Amount Debt (including purchases of Second Lien Incremental Usage Amount Debt by Holdings, the Borrower or any of its Subsidiaries) and (z) voluntary prepayments, redemptions or repurchases of any Credit Agreement Refinancing Indebtedness, Other Loans, Refinancing Indebtedness or other Indebtedness, in each case, previously applied to the prepayment, redemption or repurchase of any Incremental Term Loans and Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is a revolving credit facility) incurred in reliance on clause (A)(1) above or any Second Lien Incremental Usage Amount Debt, in the case of any Incremental Commitmentsthis clause (z), the primary purpose of which is to finance a Permitted Acquisition so long as such prepayment, redemption or any repurchase was not previously included in clause (w) or clause (y) above; other Permitted Business Investmentthan, the consummation of such Permitted Acquisition or other Permitted Business Investment, as applicablein each case under clauses (w), (Ay) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are in existence shall be equal to or less than 2.75 to 1.00 and (B) the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater z), from proceeds of long-term Indebtedness (other than or equal to 1.10 to 1.00.revolving credit facilities), plus

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 applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (ia) (x) no Event of Default shall exist immediately before or after giving effect to such Incremental LoansCommitments; provided that, in connection with respect to any Incremental Commitment Amendment the primary purpose of which is to finance a Permitted Acquisition an acquisition or other Permitted Business InvestmentInvestment permitted by this Agreement, an Event of Default the requirement pursuant to this clause (other than an 4)(a)(x) shall be that no Event of Default under Section 10.01(a)8.01(1) or, solely with respect to Holdings or any Borrower, Section 10.01(b)8.01(6) shall exist after giving effect to such Incremental Commitments, Section 10.01(g) or Section 10.01(h)) may exist; and (iiy) the representations and warranties of the Loan Parties Borrowers contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and (C) to the extent such representations and warranties are warranty that is qualified as to “materiality,” ”, “Material Adverse Effect” or similar language, such representations and warranties 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, the condition in this clause (y) shall only be required to the extent requested by the Persons providing the applicable Incremental Term Loans and Incremental Term Commitments or Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be (provided further that, in the case of any such acquisition or other Investment, the condition contained in this clause (y) with respect to Specified Representations shall be required whether or not requested by such Persons, unless waived in accordance with Section 10.01); (iiib) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of this Section 2.14(4)) and each Incremental Revolving Commitment shall be in an increment aggregate principal amount that is not less than $5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of $5,000,000Section 2.14(4)); (ivc) the aggregate outstanding principal amount of all Incremental Term Loans made on the Effective Date plus and Incremental Revolving Commitments shall not at any time, together with the aggregate outstanding principal amount of Permitted Incremental Equivalent Debt, exceed the sum of (A) (1) the Incremental Starter Amount in effect at such time plus (2) the aggregate amount of (x) voluntary prepayments of Term Loans, Incremental Term Loans and Permitted Incremental Equivalent Debt (other than Permitted Incremental Equivalent Debt consisting of revolving credit facilities) (including purchases of the Loans or Permitted Incremental Equivalent Debt by Holdings, any Borrower or any Subsidiary at or below par, in which case the amount of voluntary prepayments of such Loans or Permitted Equivalent Debt shall be deemed not to exceed the actual purchase price of such Loans or Permitted Equivalent Debt below par), in each case of such Incremental Term Loans or Permitted Incremental Equivalent Debt, to the extent it was incurred in reliance on clause (A)(1) above and secured by Liens on the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement and (y) permanent commitment reductions in respect of Revolving Commitments, Incremental Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments, in each case of such Incremental Revolving Commitments or Permitted Incremental Equivalent Debt, to the extent it was incurred in reliance on clause (A)(1) above and 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 and other than, in each case under clauses (x) and (y), from proceeds of long-term Indebtedness (other than revolving Indebtedness), plus (B) an unlimited amount, so long as in the case of this clause (B) only, (x) in the case of Incremental Loans shall or Incremental Revolving Commitments secured by Liens on all or a portion of the Collateral on a basis that is equal in no event exceed $300,000,000priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), less any principal amounts prepaid pursuant to Section 3.04; and (v) 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 4.00 to 1.00 (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 Loans then proposed to be incurred), (y) in the case of Incremental Loans or Incremental Revolving Commitments 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, 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 (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 Loans then proposed to be incurred) and (z) 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 (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 Loans then proposed to be incurred) (provided, however, that if amounts incurred under this clause (B) are incurred concurrently with the incurrence of Incremental Loans or Incremental Commitments and/or Permitted Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance on clause (A) above, the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio or the Total Net Leverage Ratio shall be calculated without giving effect to such amounts incurred (or commitments obtained) in reliance on the foregoing clause (A); provided, further, for the avoidance of doubt, to the extent the proceeds of any Incremental Loans are being utilized to repay Indebtedness, such calculations shall give pro forma effect to such repayments) (the making of Incremental Loans amount available under such Incremental Amendment and, in the case of any Incremental Commitments, the primary purpose of which is to finance a Permitted Acquisition or any other Permitted Business Investment, the consummation of such Permitted Acquisition or other Permitted Business Investment, as applicable, clauses (A) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are in existence shall be equal to or less than 2.75 to 1.00 and (B), the “Available Incremental Amount”). The Lead Borrower may elect to use clause (B) of the PDP PV10 Available Incremental Amount regardless of whether the Borrowers have capacity under clause (A) of the Available Incremental Amount. Further, the Lead Borrower may elect to Senior Secured Funded Debt Ratio shall use clause (B) of the Available Incremental Amount prior to using clause (A) of the Available Incremental Amount, and if both clause (B) and clause (A) of the Available Incremental Amount are available and the Lead Borrower does not make an election, then the Lead Borrower will be greater than or equal deemed to 1.10 have elected to 1.00use clause (B) of the Available Incremental Amount.

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, and the Incremental Commitments thereunder, shall be subject to the satisfaction (or waiver) on the applicable date (which shall be no earlier than the date of such Incremental AmendmentAmendment (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, in each case, subject to Section 1.11(g)) specified therein (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) (x) no Event of Default exists or shall exist after giving effect to such Incremental Commitments, Other Commitments, Other Term Loans or Other Notes, as applicable; provided, that in the case of Incremental Commitments, Other Commitments, Other Term Loans or Other Notes incurred in connection with a Limited Condition Transaction, no Event of Default shall exist immediately before on the date of execution of the definitive documentation (or after giving effect notice, as applicable) with respect to such Incremental Loans; provided that, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investment, an Event of Default (other than an Limited Condition Transaction and no Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g8.01(a) or Section 10.01(h)8.01(f) may exist; shall exist on such Incremental Facility Closing Date and (iiy) the representations and warranties of the Loan Parties contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date); and provided that the conditions in clause (Cy) shall only be required to the extent requested by the Persons providing more than 50.0% of the applicable Incremental Commitments, Other Commitments, Other Term Loans or Other Notes, as the case may be; provided, further, that in the case of Incremental Commitments, Other Commitments, Other Term Loans or Other Notes incurred in connection with a Limited Condition Transaction, if required, only certain customary specified representations (conformed as necessary for such representations and warranties are qualified as to “materiality,” “Material Adverse Effect” acquisition, investment or similar language, such representations and warranties other transaction) shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesmaterial respects; (iiiii) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $25,000,000 500,000 and shall be in an increment of $5,000,000; 500,000 (ivprovided that such amount may be less than $500,000 if (x) approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed, denied or conditioned) or (y) such amount represents all remaining availability under the limit set forth in clause (iii) below) and each Revolving Commitment Increase shall be in an aggregate outstanding principal amount that is not less than $500,000 and shall be in an increment of $500,000 (provided that such amount may be less than $500,000 if (x) approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed, denied or conditioned) or (y) such amount represents all Loans made on remaining availability under the Effective Date plus the aggregate outstanding principal amount of all Incremental Loans shall limit set forth in no event exceed $300,000,000, less any principal amounts prepaid pursuant to Section 3.04clause (iii) below); and (viii) after giving pro forma effect the aggregate amount of the Incremental Term Loans, the Other Term Loans, Revolving Commitment Increases and the Other Notes shall not exceed (A) [reserved], plus (B) an amount equal to the making sum, without duplication, of Incremental all (i) voluntary prepayments and optional redemptions of Term Loans made pursuant to Section 2.05(a) or Section 10.07(l)(x) or mandatory assignments pursuant to Section 3.07 or of other pari passu Indebtedness incurred pursuant to clause (A) above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” and (ii) voluntary commitment reductions and voluntary prepayments of the Loans under such Incremental Amendment andthe Revolving Credit Facility or any other pari passu revolving facility incurred pursuant to clause (A) above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” to the extent accompanied by a permanent commitment reduction, (in each case, including any substantially concurrent prepayment, redemption, reduction, termination, buy-back (the amount of any debt buy backs limited to the cash payment actually made in respect thereof) or purchase, other than to the extent funded with (A) proceeds of long term Indebtedness (other than revolving Indebtedness or intercompany Indebtedness) or (B) proceeds of Indebtedness incurred pursuant to clause (A) above, Section 7.03(m) or clause (i)(A) of the definition of “Permitted Ratio Debt” plus (C) an unlimited amount so long as, in the case of any Incremental Commitmentsthis clause (C) only, such amount at such time could be incurred without causing (x) in the case of Indebtedness secured by Liens on the Collateral that rank pari passu with the Liens securing the Initial Term Loans, the primary purpose Consolidated Senior Secured Net Leverage Ratio (calculated on a Pro Forma Basis) to exceed 4.50:1.00, (y) in the case of which is Indebtedness secured by Liens on the Collateral that rank junior to finance a Permitted Acquisition or any other Permitted Business Investmentthe Liens on the Collateral securing the Initial Term Loans, the consummation Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis) to exceed 4.50:1.00, and (z) in the case of unsecured Indebtedness, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis) to exceed 4.50:1.00, in each case, after giving effect to any acquisition consummated in connection therewith and all other appropriate pro forma adjustments (including giving effect to the prepayment of Indebtedness in connection therewith), and assuming for purposes of this calculation that (i) the full committed amount of any Additional Revolving Commitments or Revolving Commitment Increases then being made or incurred shall be treated as fully drawn and outstanding for such Permitted Acquisition purpose and (ii) cash proceeds of any such Incremental Facility or other Permitted Business InvestmentIndebtedness permitted hereunder then being incurred shall not be netted from Consolidated Total Net Debt, Consolidated Secured Net Debt or Consolidated Senior Secured Net Debt, as applicable, for purposes of calculating such Consolidated Senior Secured Net Leverage Ratio, Consolidated Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio, as applicable; provided, however, that if amounts incurred under this clause (C) are incurred concurrently with the incurrence of Incremental Loans in reliance on clause (A) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are in existence shall be equal to or less than 2.75 to 1.00 and and/or clause (B) above, the PDP PV10 to Consolidated Senior Secured Funded Debt Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio shall be greater than permitted to exceed the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or equal the Consolidated Total Net Leverage Ratio, as applicable, set forth in clause (C) above to 1.10 to 1.00the extent of such amounts incurred in reliance on clause (A) and/or clause (B) (solely for the purpose of determining whether such concurrently incurred amounts incurred under this clause (C) are permissible) (it being understood that (I) if the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as applicable, incurrence test is met, then, at the election of the Lead Borrower, any Incremental Facility or other Indebtedness permitted hereunder may be incurred under clause (C) above regardless of whether there is capacity under clause (A) and/or clause (B) above and (II) any portion of any Incremental Facility or other Indebtedness permitted hereunder incurred in reliance on clause (A) and/or clause (B) shall be automatically reclassified (unless otherwise elected by the Lead Borrower) as incurred under clause (C) if the Borrowers meet the applicable leverage ratio under clause (C) at such time on a Pro Forma Basis).

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 applicable date (which shall be no earlier than the date of such Incremental Amendment) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment:(subject to Section 1.07(10)): (ia) (x) no Event of Default shall exist immediately before or after giving effect to such Incremental LoansCommitments; provided that, in connection with respect to any Incremental Commitment Amendment the primary purpose of which is to finance a Permitted Acquisition an acquisition or other Permitted Business InvestmentInvestment permitted by this Agreement, an Event of Default the requirement pursuant to this clause (other than an 4)(a)(x) shall be that no Event of Default under Section 10.01(a)8.01(1) or, solely with respect to the Borrower, Section 10.01(b)8.01(6) shall exist after giving effect to such Incremental Commitments, Section 10.01(g) or Section 10.01(h)) may exist; and (iiy) the representations and warranties of the Loan Parties Borrower contained in the Article V or any other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving effect to as of the date of such Incremental Loans; Amendment (provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentthat, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) to the extent that such representations and warranties expressly relate specifically refer to an earlier date, such representations and warranties they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and (C) to the extent such representations and warranties are warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties 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, the conditions in clause (x) and in clause (y) shall only be required to the extent requested by the Persons providing more than 50% of the applicable Incremental Loans and Incremental Commitments (provided, further, that, in the case of an acquisition or other Investment with a purchase price in excess of $100.0 million, the conditions contained in the proviso to clause (x) with respect to no Event of Default under Section 8.01(1) or, solely with respect to the Borrower, 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); (iiib) each Incremental Commitment shall be in an aggregate principal amount that is not less than $25,000,000 and shall 5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in an increment clause (c) of $5,000,000this Section 2.14(4)); (ivc) the aggregate outstanding principal amount of all Incremental Loans made on the Effective Date plus and Incremental Commitments shall not, together with the aggregate outstanding principal amount of all Permitted Incremental Loans shall in no event Equivalent Debt, exceed $300,000,000, less any principal amounts prepaid pursuant to Section 3.04; andthe sum of: (vA) after giving pro forma effect to (1) $500.0 million plus any General Debt Basket Reallocated Amount less the making First Lien Incremental Usage Amount plus (2) the aggregate amount of (w) voluntary prepayments, redemptions or repurchases of Incremental Loans under and Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is a revolving credit facility) (including purchases of Incremental Loans or Permitted Incremental Equivalent Debt by Holdings, the Borrower or any of its Subsidiaries at or below par, in which case the amount of voluntary prepayments of such Incremental Amendment andLoans or Permitted Incremental Equivalent Debt shall be deemed not to exceed the actual purchase price of such Loans or Permitted Incremental Equivalent Debt below par), in each case, only to the extent such Incremental Loans or Permitted Incremental Equivalent Debt was incurred in reliance on clause (A)(1) above, (x) voluntary permanent commitment reductions in respect of Incremental Revolving Commitments (as defined in the First Lien Credit Agreement) or Permitted Incremental Equivalent Debt (as defined in the First Lien Credit Agreement) consisting of revolving credit commitments, in each case, to the extent such Incremental Revolving Commitments or Permitted Incremental Equivalent Debt was incurred in reliance on Section 2.14(4)(c)(A)(1) of the First Lien Credit Agreement, (y) voluntary prepayments, redemption or repurchase of First Lien Incremental Usage Amount Debt (including purchases of First Lien Incremental Usage Amount Debt by Holdings, the Borrower or any of its Subsidiaries) and (z) voluntary prepayments, redemptions or repurchases of any Credit Agreement Refinancing Indebtedness, Other Loans, Refinancing Indebtedness or other Indebtedness, in each case, previously applied to the prepayment, redemption or repurchase of any Incremental Loans and Permitted Incremental Equivalent Debt incurred in reliance on clause (A)(1) above or any First Lien Incremental Usage Amount Debt, in the case of this clause (z), so long as such prepayment, redemption or repurchase was not previously included in clause (w) or clause (y) above; other than, in each case under clauses (w), (y) and (z), from proceeds of long-term Indebtedness (other than revolving credit facilities), plus (B) (x) in the case of any Incremental CommitmentsLoans that effectively extend the Maturity Date of, or refinance, any Facility, an amount equal to the portion of the Facility to be replaced with (or refinanced by) such Incremental Loans and (y) in the case of any Incremental Loans that effectively replace any Loan that is terminated or cancelled in accordance with Section 3.07, an amount equal to the portion of the relevant terminated or cancelled Loan, plus (C) solely to the extent not in duplication of prepayments, redemptions, repurchases or permanent commitment reductions described in Section 2.14(4)(c)(A)(2), the primary purpose aggregate amount of which (x) voluntary prepayments, redemptions or repurchases of Loans and Permitted Incremental Equivalent Debt (other than any Permitted Incremental Equivalent Debt that is to finance a revolving credit facility) (including purchases of Loans or Permitted Acquisition Incremental Equivalent Debt by Holdings, the Borrower or any other of its Subsidiaries, (y) voluntary permanent commitment reductions in respect of Revolving Commitments (as defined in the First Lien Credit Agreement) or Permitted Business InvestmentIncremental Equivalent Debt (as defined in the First Lien Credit Agreement) consisting of revolving credit commitments and (z) voluntary prepayments, the consummation redemptions or repurchases of such Permitted Acquisition any Credit Agreement Refinancing Indebtedness, Other Loans, Refinancing Indebtedness or other Indebtedness, in each case, previously applied to the prepayment, redemption or repurchase of any Loans and Permitted Business InvestmentIncremental Equivalent Debt, in the case of this clause (z), so long as applicablesuch prepayment, redemption or repurchase was not previously included in clause (Ax) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are above; other than, in existence shall be equal to or less than 2.75 to 1.00 each case under clauses (x) and (Bz), from proceeds of long-term Indebtedness (other than revolving credit facilities), plus (D) an unlimited amount, so long as in the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater than or equal to 1.10 to 1.00.case of this clause (D) only,

Effectiveness of Incremental Amendment. 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) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) subject to Section 1.09(f), no Default or Event of Default shall exist immediately before or would exist after giving effect to such Incremental Loans; provided that, in connection with any Incremental Commitment the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investment, an Event of Default (other than an Event of Default under Section 10.01(a), Section 10.01(b), Section 10.01(g) or Section 10.01(h)) may existTerm Commitments; (ii) subject to Section 1.09(f), the representations and warranties of the each Loan Parties contained Party set forth in the Article IV and in each other Loan Documents Document shall be true and correct in all material respects immediately prior to on and after giving as of the Incremental Facility Closing Date with the same effect to as though made on and as of such Incremental Loans; provided that (A) solely in the case of any Incremental Commitments the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business Investmentdate, only the Specified Representations (as opposed to all representations and warranties) shall be true and correct in all material respects, (B) except to the extent such representations and warranties expressly relate to an earlier date, such representations and warranties in which case they shall be true and correct in all material respects as of such earlier date; provided that (i) any representation and (C) to the extent such representations and warranties are warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesdates and (ii) in the case of the representation and warranty under Section 4.05(b), a Material Adverse Effect that previously existed but that has ceased to exist on the date that such representation and warranty is being made, shall not result in such representation and warranty being untrue; (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 $5,000,0001,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in clause (iv) below); (iv) the aggregate outstanding principal amount of all Loans made on the Effective Date plus the aggregate outstanding principal amount of all Incremental Term Loans shall in no event not exceed $300,000,000, less any principal amounts prepaid pursuant to Section 3.04the Available Incremental Amount; and (v) after giving pro forma effect to the making of Incremental Loans under such Incremental Amendment and, in the case of any Incremental Commitments, the primary purpose of which is to finance a Permitted Acquisition or any other Permitted Business Investment, the consummation of such Permitted Acquisition or other Permitted Business Investment, as applicable, (A) to the Senior Secured Leverage Ratio 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 Term Loans are provided with the benefit of the most recently ended fiscal quarter for which financial statements are in existence shall be equal to or less than 2.75 to 1.00 applicable Loan Documents, and (B) to the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater than or equal to 1.10 to 1.00extent provided in the applicable Incremental Amendment, such other conditions as the Borrowers and the Lenders providing such Incremental Term Commitments may agree.

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) specified therein thereof (the “Incremental Amendment Facility Closing Date”) of each of the following conditions, together with any other conditions set forth in the Incremental Amendment: (i) no Event the representations, warranties of Default the Loan Parties set forth in Section 6 hereof and in the other Loan Documents shall exist immediately before then be true and correct in all material respects (unless qualified by materiality or after giving effect reference to the absence of a Material Adverse Effect, in which event they shall be true and correct), except to the extent that such Incremental Loansrepresentations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 3.6, the representations and warranties contained in Section 6.5 shall be deemed to refer to the most recent statements furnished pursuant to Section 8.1; provided that, in connection with any Incremental Commitment Amendment the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business InvestmentLimited Condition Transaction, an Event of Default the condition set forth in this clause (i) shall be waived (other than an Event of Default under Section 10.01(awith respect to the Specified Representations), Section 10.01(b), Section 10.01(g) or Section 10.01(h)) may exist; (ii) no Event of Default or Default shall have occurred and be continuing or would result from such Loan or the representations and warranties application of the Loan Parties contained in the Loan Documents shall be true and correct in all material respects immediately prior to and after giving effect to such Incremental Loansproceeds thereof; provided that (A) solely that, in the case of connection with any Incremental Commitments Amendment the primary purpose of which is to finance a Permitted Acquisition or other Permitted Business InvestmentLimited Condition Transaction, only the Specified Representations condition set forth in this clause (as opposed to all representations and warrantiesii) shall be true and correct in all material respects, waived (Bother than with respect to any Specified Event of Default); (iii) the making of the Incremental Loans shall not contravene any Law applicable to any Loan Party or Subsidiary of any Loan Party or any of the Lenders; (iv) no Material Adverse Effect shall have occurred since the date of the last audited financial statements of the Borrowers delivered to the extent such representations and warranties expressly relate Administrative Agent; and (v) the Borrowers shall have delivered to an earlier date, such representations and warranties shall be true and correct in all material respects the Administrative Agent a certificate dated as of such earlier date; the Incremental Facility Closing Date signed by a Responsible Officer of the Borrowing Agent certifying that, before and (C) to the extent such representations and warranties are qualified as to “materiality,” “Material Adverse Effect” or similar language, such representations and warranties shall be true and correct (after giving effect to any qualification thereinthe Incremental Commitments (and the Incremental Loans contemplated thereby), certifying to clauses (i) in all respects on such respective datesthrough (iv) above; (iiivi) the Borrowers shall have delivered to the Administrative Agent a duly executed Incremental Amendment, in accordance with the terms set forth in this Section 3.6; (vii) each Incremental Commitment shall be in an aggregate principal amount that is not less than $25,000,000 10,000,000 and shall be in an increment of $5,000,0005,000,000 (provided that such amount may be less than $10,000,000 and not in an increment of $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 3.6(d)(vii)), unless otherwise agreed by the Borrowing Agent and the Administrative Agent; (ivviii) the aggregate outstanding principal amount of all Loans made on the Effective Date plus the aggregate outstanding principal amount of all Incremental Loans and Incremental Equivalent Debt shall in no event not exceed $300,000,000, less any principal amounts prepaid pursuant to Section 3.04the Incremental Cap; and (vix) after giving pro forma effect to the making of extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, in each case, substantially consistent with the those delivered on the Closing Date under Section 7.1 or otherwise reasonably satisfactory to the Administrative Agent, and (ii) customary documents and filings (including amendments to the Security Documents and any intercreditor agreement) as the Administrative Agent may reasonably require to assure that the Incremental Loans under such are secured by the Collateral ratably with (or, to the extent agreed by the applicable Incremental Amendment and, Lenders in the case of any applicable Incremental CommitmentsAmendment, the primary purpose of which is to finance a Permitted Acquisition or any other Permitted Business Investment, the consummation of such Permitted Acquisition or other Permitted Business Investment, as applicable, (Ajunior to) the Senior Secured Leverage Ratio as of the most recently ended fiscal quarter for which financial statements are in existence shall be equal to or less than 2.75 to 1.00 and (B) the PDP PV10 to Senior Secured Funded Debt Ratio shall be greater than or equal to 1.10 to 1.00existing Loans.