Common use of Requests Clause in Contracts

Requests. After the Closing Date, the Borrower may, by written notice to Agent (each, an “Incremental Facility Request”), request increases in the Term Loans or additional term loan facilities to be incurred hereunder and under the other Loan Documents (each, whether or not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or request to add one or more series of pari passu or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, issued in (x) a public offering, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior to the Revolving Termination Date, increases in the Revolving Loan Commitments or additional revolving credit facilities to be incurred hereunder and under the other Loan Documents (each, an “Incremental Revolving Loan Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”), in Dollars in an aggregate amount not to exceed an amount (the “Incremental Cap”) equal to (x) the greater of (1) $262.5 million and (2) 50% of LTM EBITDA plus (y) an unlimited amount so long as the Borrower’s Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recently ended Test Period does not exceed 4.50:1.00; provided, that, for purposes of this clause (i), the proceeds from any such Incremental Facility or Incremental Equivalent Indebtedness shall not be netted against, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio (provided that to the extent the proceeds of any such Incremental Facility or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments); and provided further that (x) no commitment of any Lender shall be increased without the consent of such Lender and (y) in no event, for the avoidance of doubt, shall any Incremental Equivalent Indebtedness be secured on an equal and ratable basis with the Obligations. Such notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness or Incremental Revolving Loan Commitment being requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to Agent, (C) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and the amounts of such allocations, each of which shall be reasonably satisfactory to Agent and, in the case of any Incremental Revolving Loan Commitment, each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (D) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to be a Term SOFR Loan or a Base Rate Loan (and, if a Term SOFR Loan, the Interest Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth above).

Requests. After the Closing Date, the Borrower may, by written notice to Agent (each, an “Incremental Facility Request”), request increases in the Term Loans or additional term loan facilities to be incurred hereunder and under the other Loan Documents (each, whether or not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or request to add one or more series of pari passu or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, issued in (x) a public offering, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior to the Revolving Termination Date, increases in the Revolving Loan Commitments or additional revolving credit facilities to be incurred hereunder and under the other Loan Documents (each, an “Incremental Revolving Loan Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”), in Dollars in an aggregate amount not to exceed an amount (the “Incremental Cap”) equal to (x) the greater of (1) $262.5 million and (2) 50% of LTM EBITDA plus (y) an unlimited amount so long as the Borrower’s Total Net Leverage Ratio Borrower shall be in compliance with the Financial Covenants (calculated on a Pro Forma Basis) as of the end of the most recently ended Test Period does not exceed 4.50:1.00Period; provided, that, solely with respect to an Incremental Term Loan or Incremental Equivalent Indebtedness the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition, such Permitted Acquisition may be consummated notwithstanding the failure to comply with the Financial Covenants if such Permitted Acquisition is a Limited Condition Transaction and the Borrower was in compliance with the Financial Covenants on a Pro Forma Basis (giving effect to such Permitted Acquisition and the related Incremental Term Loan or Incremental Equivalent Indebtedness, in addition to any other applicable transactions), and assuming any Incremental Revolving Loans are fully funded on the date that a legally binding commitment was entered into with respect to such Permitted Acquisition; provided, further, that, for purposes of this clause (i), the proceeds from any such Incremental Facility or Incremental Equivalent Indebtedness shall not be netted against, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio (provided that to the extent the proceeds of any such Incremental Facility or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments); and provided further that (x) no commitment of any Lender shall be increased without the consent of such Lender and (y) in no event, for the avoidance of doubt, shall any Incremental Equivalent Indebtedness be secured on an equal and ratable basis with the Obligations. Such notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness or Incremental Revolving Loan Commitment being requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to Agent, (C) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and the amounts of such allocations, each of which shall be reasonably satisfactory to Agent and, in the case of any Incremental Revolving Loan Commitment, each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (D) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to be a Term SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a Term SOFR LIBOR Rate Loan, the Interest Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth above).

Requests. After the Closing Date, the The Borrower may, by written notice to Agent (each, an “Incremental Facility Request”), request increases in solicit the Term Loans existing Lenders (or additional prospective lenders determined by Borrower) to provide term loan facilities to be incurred hereunder and under the other Loan Documents (each, whether or not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or request to add one or more series of pari passu or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, issued in (x) a public offering, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior to the Revolving Termination Date, and/or increases in the Revolving Loan Commitments or additional revolving credit facilities to be incurred hereunder and under the other Loan Documents (each, an “Incremental Revolving Loan Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”), ) in Dollars in an aggregate amount not to exceed an amount (the “Incremental Cap”) equal to (x) the greater of (1) $262.5 million and (2) 50100,000,000 or 100% of LTM EBITDA plus (ya) voluntary prepayments of any Incremental Term Loans, the Revolving Loans or any Incremental Revolving Loans (provided that such prepayment of any revolving facility is accompanied by a permanent reduction of the commitments thereunder) so long as such prepayments are not financed with long-term debt plus (b) an unlimited amount amount, so long as the Borrower’s Total Net Leverage Ratio (calculated as, on a Pro Forma Basis) as pro forma basis after giving effect to the incurrence of the end of the most recently ended Test Period does not exceed 4.50:1.00; provided, that, for purposes of this clause (i), the proceeds from any such Incremental Facility or for all such Incremental Equivalent Indebtedness shall not be netted againstFacilities and all other pro forma adjustments permitted hereunder and calculated as if any Incremental Revolving Facility being extended were fully drawn on the effective date hereto but without netting any portion of the cash proceeds of such Incremental Facility then being incurred, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio is equal to or less than 2.50:1.00 (provided that solely with respect to the extent an Incremental Term Loan, the proceeds of which are being used substantially contemporaneously to finance a Limited Conditions Acquisition, the Total Net Leverage Ratio shall be determined as of the date that the applicable Limited Condition Acquisition Agreement is entered into, and calculated as if such Limited Condition Acquisition (and any such Incremental Facility or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness other pending Limited Condition Acquisition) and all other appropriate pro forma adjustmentsevents in connection therewith were consummated on such date); and provided further that (x) no commitment of any Lender shall be increased without the consent of such Lender and (y) any Person committing to provide all or a portion of the Incremental Facilities must be an existing Lender (other than a Defaulting Lender), an Affiliate or Approved Fund of any existing Lender (other than a natural Person or a Defaulting Lender) or any other Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) who (1) is an “accredited investor” (as defined in no eventRegulation D of the Securities Act of 1933) acceptable (which acceptances shall not be unreasonably withheld or delayed) to Borrower and Agent and (2) satisfies the requirements under Section 10.9(b) of a permitted assignee of the Term Loans or the Revolving Loan Commitments, for the avoidance of doubt, shall any Incremental Equivalent Indebtedness be secured on an equal and ratable basis with the Obligationsas applicable. Such notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness Commitment or Incremental Revolving Loan Commitment being requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effectiveeffective (which, which unless otherwise agreed by Agent, shall not be a date not less than five (5) 10 Business Days nor more than sixty (60) days after the date on which such notice is delivered to Agent, (C) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and the amounts of such allocations, each of which shall be reasonably satisfactory to Agent and, in the case of any Incremental Revolving Loan Commitment, each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtednessnotice), and (DC) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to be a Term SOFR Loan or a Base Rate Loan (and, if a Term SOFR Loan, the Interest Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth above).

Requests. After the Closing Date, the Borrower may, by written notice to Agent (each, an “Incremental Facility Request”), request increases in the Term Loans or additional term loan facilities to be incurred hereunder and under the other Loan Documents (each, whether or not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or request to add one or more series of pari passu senior secured first lien notes and/or term loans or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, issued in (x) a public offering, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior to the Revolving Termination Date, increases in the Revolving Loan Commitments or additional revolving credit facilities to be incurred hereunder and under the other Loan Documents (each, an “Incremental Revolving Loan Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”), in Dollars in an Dollars; provided that the aggregate principal amount of Incremental Facilities and Incremental Equivalent Indebtedness shall not to exceed an amount (x) $25,000,000 (the “Fixed Incremental CapAmount”) equal to (x) the greater of (1) $262.5 million and (2) 50% of LTM EBITDA plus (y) an unlimited additional amount so long as (the Borrower’s Total Net Leverage Ratio “Unlimited Incremental Amount”) determined in accordance with Section 1.1(e)(ii)(B) below plus (calculated on a Pro Forma Basisz) as the amount of any voluntary US-DOCS\99983253.20 prepayments of any Term Loans effected after the Closing Date that are not financed with the incurrence of long-term debt (including purchases of the end Term Loans by the Credit Parties at or below par in the amount of the most recently ended Test Period does not exceed 4.50:1.00; provided, that, for purposes of this clause (i), the proceeds from any cash used to make such Incremental Facility or Incremental Equivalent Indebtedness shall not be netted against, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio (provided that to the extent purchases and commitment reductions other than with the proceeds of any such Incremental Facility or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustmentslong-term debt); and provided further that (x) no commitment of any Lender shall be increased without the consent of such Lender and (y) in no event, for the avoidance of doubt, shall any Incremental Equivalent Indebtedness be secured on an equal and ratable basis with the ObligationsLender. Such notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness or Incremental Revolving Loan Commitment being requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effective, which shall be a date not less than five (5) 5 Business Days after the date on which such notice is delivered to Agent, (C) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and the amounts of such allocations, each of which shall be reasonably satisfactory to Agent and, in the case of any Incremental Revolving Loan Commitment, each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (D) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to be a Term SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a Term SOFR LIBOR Rate Loan, the Interest Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth above).

Requests. After On or prior to the date that is twenty (20) Business Days before each of the first three anniversaries of the Closing Date, the Borrower maymay request, by written notice to Agent the Administrative Agent, an increase to the Delayed Draw Term Loan Commitments (each, an a “Incremental Facility Request”), request increases in the Term Loans or additional term loan facilities to be incurred hereunder and under the other Loan Documents (each, whether or not a separate tranche, an “Incremental Supplemental Delayed Draw Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or request to add one or more series of pari passu or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, issued in (x) a public offering, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior an amount up to the Revolving Termination Projected Term Loan Interest; provided that (A) the terms of all such Supplemental Delayed Draw Term Loan Commitments shall be identical to the terms of the Delayed Draw Term Loan Commitments in effect on the Closing Date, increases in the Revolving (B) only Lenders holding existing Delayed Draw Term Loan Commitments or additional revolving credit facilities to be incurred hereunder and under the other Loan Documents may provide Supplemental Delayed Draw Commitments, (each, an “Incremental Revolving Loan Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental C) such Lenders shall provide Supplemental Delayed Draw Commitments on a pro rata basis in accordance with their existing Delayed Draw Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”)Commitments, in Dollars in an aggregate amount not to exceed an amount (the “Incremental Cap”) equal to (x) the greater of (1) $262.5 million and (2) 50% of LTM EBITDA plus (y) an unlimited amount so long as the Borrower’s Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recently ended Test Period does not exceed 4.50:1.00; provided, that, for purposes of this clause (i), the proceeds from any such Incremental Facility or Incremental Equivalent Indebtedness shall not be netted against, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio (provided that to the extent the proceeds of any such Incremental Facility or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments); and provided further that (xD) no commitment of any Lender shall be increased without the consent of such Lender obligated to provide Supplemental Delayed Draw Term Loan Commitments, and (yE) in no event, Supplemental Delayed Draw Term Loan Commitments shall be effective unless all Lenders holding existing Delayed Draw Term Loan Commitments agree to provide such Supplemental Delayed Draw Term Loan Commitments (and for the avoidance of doubt, shall any Incremental Equivalent Indebtedness be secured on an equal and ratable basis with the Obligationsregardless of whether some but not all Lenders have consented to provide such Supplemental Delayed Draw Term Loan Commitments). Such notice shall set forth (Ax) the amount of the Incremental Supplemental Delayed Draw Term Loan Commitment, Incremental Equivalent Indebtedness or Incremental Revolving Loan Commitment being requestedrequested (which shall be in a minimum amount of $10,000,000 and multiples of $1,000,000 in excess thereof), and (By) the date (an “Incremental Supplemental Delayed Draw Term Loan Commitment Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness Supplemental Delayed Draw Term Loan Commitment is requested to become effectiveeffective (which, which unless otherwise agreed by the Agents, shall not be a date not less than five ten (510) Business Days after the date on which such notice is delivered to Agent, (C) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and the amounts of such allocations, each of which shall be reasonably satisfactory to Agent and, in the case of any Incremental Revolving Loan Commitment, each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (D) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to be a Term SOFR Loan or a Base Rate Loan (and, if a Term SOFR Loan, the Interest Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth abovenotice).

Requests. After the Closing Date, the The Borrower may, by written notice to Agent (each, an “‘Incremental Facility Request”’), request increases in the Term Loans or additional term loan facilities to be incurred hereunder and under the other Loan Documents (each, whether or not a separate tranche, an “‘Incremental Term Loan Commitment” ’ and the term loans thereunder, an “‘Incremental Term Loan”’) or request to add one or more series of pari passu or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, issued in (x) a public offering, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior to the Revolving Termination Date, and/or increases in the Revolving Loan Commitments or additional revolving credit facilities to be incurred hereunder and under the other Loan Documents (each, an “‘Incremental Revolving Loan Commitment” ’ and the loans thereunder, “‘Incremental Revolving Loans”’; each Incremental Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “‘Incremental Facility” ’ and collectively as the “‘Incremental Facilities”), ’) in Dollars in an aggregate amount not to exceed an amount (the “Incremental Cap”) equal to (x) the greater of (1) $262.5 million and (2) 50% of LTM EBITDA plus (y) an unlimited amount so long as the Borrower’s Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recently ended Test Period does not exceed 4.50:1.00; provided, that, 50,000,000 for purposes of this clause (i), the proceeds from any all such Incremental Facility or Incremental Equivalent Indebtedness shall not be netted against, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio (Facilities; provided that to the extent the proceeds of any such Incremental Facility or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments); and provided further that (x) no commitment of any Lender shall be increased without the consent of such Lender and (y) any Person committing to provide all or a portion of the Incremental Facilities must be an existing Lender (other than a Defaulting Lender), an Affiliate or Approved Fund of any existing Lender (other than a natural Person or a Defaulting Lender) or any other Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) who is an ‘accredited investor’ (as defined in no event, for Regulation D of the avoidance Securities Act of doubt, 1933) acceptable (which acceptances shall any Incremental Equivalent Indebtedness not be secured on an equal unreasonably withheld or delayed) to Borrower and ratable basis with the ObligationsAgent. Such notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness Commitment or Incremental Revolving Loan Commitment being requested, (B) the date (an “‘Incremental Effective Date”’) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effectiveeffective (which, which unless otherwise agreed by Agent, shall not be a date not less than five (5) 10 Business Days nor more than sixty (60) days after the date on which such notice is delivered to Agent, (C) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and the amounts of such allocations, each of which shall be reasonably satisfactory to Agent and, in the case of any Incremental Revolving Loan Commitment, each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtednessnotice), and (DC) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to be a Term SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a Term SOFR LIBOR Rate Loan, the Interest Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth above).”

Requests. After the Closing Date, the The Borrower may, by written notice to Agent (each, an “Incremental Facility Request”)Agent, request increases in the Term Loans or additional term loan facilities to be incurred hereunder and under the other Loan Documents (each, whether or not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or request to add one or more series of pari passu or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, issued in (x) a public offering, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior to the Revolving Termination Date, increases in the Revolving Loan Commitments or additional revolving credit facilities to be incurred hereunder and under the other Loan Documents (each, an “Incremental Revolving Loan Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”), ) in Dollars in an aggregate amount not to exceed an amount (the “Incremental Cap”) equal to (x) the greater of (1) $262.5 million and (2) 50% of LTM EBITDA plus (y) an unlimited amount so long as the Borrower’s Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recently ended Test Period does not exceed 4.50:1.00; provided, that, 100,000,000 for purposes of this clause (i), the proceeds from any all such Incremental Facility or Incremental Equivalent Indebtedness shall not be netted against, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio (Revolving Loan Commitments; provided that to the extent the proceeds of any such Incremental Facility or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments); and provided further that (x) no commitment of any Lender shall be increased without the consent of such Lender and (y) in no event, for the avoidance of doubt, shall any Incremental Equivalent Indebtedness be secured on an equal and ratable basis with the ObligationsLender. Such notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness or Incremental Revolving Loan Commitment being requested, requested (which shall be in a minimum amount of $10,000,000 and multiples of $1,000,000 in excess thereof) and (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness Revolving Loan Commitment is requested to become effectiveeffective (which, unless otherwise agreed by Agent, shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice). The Borrower will first seek Incremental Revolving Credit Commitments from existing Lenders as set forth below (each of which shall be entitled to agree or decline to participate in its sole discretion). Upon delivery of the applicable Incremental Revolving Credit Commitment request, the requested Incremental Revolving Credit Commitment shall be offered to all Lenders pro rata according to the Commitment Percentage held by each Lender. If any Lender does not accept the offered Incremental Revolving Credit Commitment in its entirety on a date not less than pro rata basis within five (5) Business Days of such offer, that portion of the Incremental Revolving Credit Commitment not accepted by the any such Lender shall be offered to the other Lenders on a non-pro rata basis. If such other Lenders do not accept the offered Incremental Revolving Credit Commitment in its entirety on a non-pro rata basis within two (2) Business Days after such offer, such remaining portion of the date on which such notice is delivered to Agent, (C) the identity of each Eligible Assignee to whom Incremental Revolving Credit Commitment may be offered by the Borrower proposes to any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated other banks, financial institutions and the amounts of such allocations, each of which shall be other institutional lenders reasonably satisfactory acceptable to Agent and, in the case of any Incremental Revolving Loan Commitment, and each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or is a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (D) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to be a Term SOFR Loan or a Base Rate Loan (and, if a Term SOFR Loan, the Interest Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth above)Lender.

Requests. After the Closing Date, the The Borrower may, by written notice to the Administrative Agent (each, an “Incremental Facility Request”), at any time prior to the Term Loan Maturity Date, request increases in the Term Loan Commitments or Term Loans or additional under a new term facility (in each case, which may be in the form of delayed draw term loan facilities to be incurred hereunder and under the other Loan Documents commitments) (each, whether or not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or request to add one or more series of pari passu or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, issued in (x) a public offering, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior to the Revolving Termination Date, and/or increases in the Revolving Loan Credit Commitments or additional revolving credit facilities to be incurred hereunder and under the other Loan Documents (each, an “Incremental Revolving Loan Credit Commitment” and the loans thereunder, “Incremental Revolving Credit Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Credit Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”), ) in Dollars in an aggregate amount not to exceed an amount (the “Maximum Incremental Cap”) equal Amount with respect to (x) Incremental Term Loan Commitments, Incremental Term Loans, Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans, collectively in the greater of (1) $262.5 million and (2) 50% of LTM EBITDA plus (y) an unlimited amount so long as the Borrower’s Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recently ended Test Period does not exceed 4.50:1.00aggregate; provided, that, for purposes of this clause (i), the proceeds from any such Incremental Facility or Incremental Equivalent Indebtedness shall not be netted against, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio (provided that to the extent the proceeds of any such Incremental Facility or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments); and provided further that (x) no commitment of any Lender shall be increased without the consent of such Lender and (y) in no event, for the avoidance of doubt, shall any Incremental Equivalent Indebtedness be secured on an equal and ratable basis with the ObligationsLender. Such notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness Commitment or Incremental Revolving Loan Credit Commitment being requestedrequested (which shall be in a minimum amount of $1,000,000 and multiples of $1,000,000 in excess thereof), (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effectiveeffective (which, which unless otherwise agreed by the Agents, shall not be a date not less than five (5) Business Days nor more than sixty (60) days after the date on which of such notice is delivered to Agentnotice), and (C) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and the amounts of such allocations, each of which shall be reasonably satisfactory to Agent andwhether, in the case of any Incremental Revolving Loan Commitment, each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (D) if an Incremental Term Loan CommitmentCommitments, whether the related Incremental Term Loan is to be a Term Loans shall initially consist of Index Rate Loans and/or SOFR Loan or a Base Rate Loan (Loans and, if a Term the Loans are to include SOFR LoanLoans, the Interest Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall to be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth above)initially applicable thereto.

Requests. After the Closing Date, the The Borrower may, by written notice to the Administrative Agent (each, an “Incremental Facility Request”), at any time prior to the Term Loan Maturity Date, request increases in the Term Loans or additional term loan facilities to be incurred hereunder and under the other Loan Documents Commitments (each, whether or not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or request to add one or more series of pari passu or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, issued in (x) a public offering, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior to the Revolving Termination Date, and/or increases in the Revolving Loan Credit Commitments or additional revolving credit facilities to be incurred hereunder and under the other Loan Documents (each, an “Incremental Revolving Loan Credit Commitment” and the loans thereunder, “Incremental Revolving Credit Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Credit Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”), ) in Dollars in an aggregate amount not to exceed an amount (the “Maximum Incremental Cap”) equal Amount with respect to (x) Incremental Term Loan Commitments, Incremental Term Loans, Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans, collectively in the greater of (1) $262.5 million and (2) 50% of LTM EBITDA plus (y) an unlimited amount so long as the Borrower’s Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recently ended Test Period does not exceed 4.50:1.00aggregate; provided, that, for purposes of this clause (i), the proceeds from any such Incremental Facility or Incremental Equivalent Indebtedness shall not be netted against, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio (provided that to the extent the proceeds of any such Incremental Facility or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments); and provided further that (x) no commitment of any Lender shall be increased without the consent of such Lender and (y) in no event, for the avoidance of doubt, shall any Incremental Equivalent Indebtedness be secured on an equal and ratable basis with the ObligationsLender. Such notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness Commitment or Incremental Revolving Loan Credit Commitment being requestedrequested (which shall be in a minimum amount of $1,000,000 and multiples of $100,000 in excess thereof), (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effectiveeffective (which, which unless otherwise agreed by the Agents, shall not be a date not less than five ten (510) Business Days nor more than sixty (60) days after the date on which of such notice is delivered to Agentnotice), and (C) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and the amounts of such allocations, each of which shall be reasonably satisfactory to Agent andwhether, in the case of any Incremental Revolving Loan Commitment, each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (D) if an Incremental Term Loan CommitmentCommitments, whether the related Incremental Term Loan is to be a Term SOFR Loan or a Base Loans shall initially consist of Index Rate Loan (Loans and/or LIBOR Rate Loans and, if a Term SOFR Loanthe Loans are to include LIBOR Rate Loans, the Interest LIBOR Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall to be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth above)initially applicable thereto.

Requests. After the Closing Date, the Borrower may, by written notice to Agent (each, an “Incremental Facility Request”), request increases in the Term Loans or additional term loan facilities to be incurred hereunder and under the other Loan Documents (each, whether or not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or request to add one or more series of pari passu or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, issued in (x) a public offering, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior to the Revolving Termination Date, increases in the Revolving Loan Commitments or additional revolving credit facilities to be incurred hereunder and under the other Loan Documents (each, an “Incremental Revolving Loan Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”), in Dollars in an Dollars; provided that the aggregate principal amount of Incremental Facilities and Incremental Equivalent Indebtedness shall not to exceed an amount (x) $115,000,000 (the “Fixed Incremental CapAmount”) equal to (x) the greater of (1) $262.5 million and (2) 50% of LTM EBITDA plus (y) an unlimited additional amount so long as (the Borrower’s Total Net Leverage Ratio (calculated on a Pro Forma Basis“Unlimited Incremental Amount”) as of the end of the most recently ended Test Period does not exceed 4.50:1.00; provided, that, for purposes of this clause (i), the proceeds from any such Incremental Facility or Incremental Equivalent Indebtedness shall not be netted against, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio (provided that to the extent the proceeds of any such Incremental Facility or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments)determined in accordance with Section 1.1(e)(ii)(B) below; and provided further that (x) no commitment of any Lender shall be increased without the consent of such Lender and (y) in no event, for the avoidance of doubt, shall any Incremental Equivalent Indebtedness be secured on an equal and ratable basis with the Obligations. Such notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness or Incremental Revolving Loan Commitment being requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to Agent, (C) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and the amounts of such allocations, each of which shall be reasonably satisfactory to Agent and, in the case of any Incremental Revolving Loan Commitment, each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (D) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to be a Term SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a Term SOFR LIBOR Rate Loan, the Interest Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth above).

Requests. After the Closing Date, the The Borrower may, by written notice to Agent (each, an “Incremental Facility Request”), request increases in the Term Loans or additional additionalsolicit the Existing Lenders (or prospective lenders determined by Borrower) to provide term loan facilities to be incurred hereunder and under the other Loan Documents (each, whether or not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or request to add one or more series of pari passu or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, issued in (x) a public offering, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior to the Revolving Termination Date, and/or increases in the Revolving Loan Commitments or additional revolving credit facilities to be incurred hereunder and under the other Loan Documents (each, an “Incremental Revolving Loan Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”), ) in Dollars in an aggregate amount not to exceed an amount (the “Incremental Cap”) equal to (x) the greater of (1) $262.5 million and (2) 50% of LTM EBITDA plus (y) an unlimited amount so long as the Borrower’s Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recently ended Test Period does not exceed 4.50:1.00; provided, that, 1250,000,000 for purposes of this clause (i), the proceeds from any all such Incremental Facility or Incremental Equivalent Indebtedness shall not be netted against, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio (Facilities; provided that to the extent the proceeds of any such Incremental Facility or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments); and provided further that (x) no commitment of any Lender shall be increased without the consent of such Lender and (y) any Person committing to provide all or a portion of the Incremental Facilities must be an existing Lender (other than a Defaulting Lender), an Affiliate or Approved Fund of any existing Lender (other than a natural Person or a Defaulting Lender) or any other Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) who (1) is an “accredited investor” (as defined in no eventRegulation D of the Securities Act of 1933) acceptable (which acceptances shall not be unreasonably withheld or delayed) to Borrower and Agent and (2) satisfies the requirements under Section 10.9(b) of a permitted assignee of the Term Loans or the Revolving Loan Commitments, for the avoidance of doubt, shall any Incremental Equivalent Indebtedness be secured on an equal and ratable basis with the Obligationsas applicable. Such notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness Commitment or Incremental Revolving Loan Commitment being requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effectiveeffective (which, which unless otherwise agreed by Agent, shall not be a date not less than five (5) 10 Business Days nor more than sixty (60) days after the date on which such notice is delivered to Agent, (C) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and the amounts of such allocations, each of which shall be reasonably satisfactory to Agent and, in the case of any Incremental Revolving Loan Commitment, each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtednessnotice), and (DC) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to be a Term SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a Term SOFR LIBOR Rate Loan, the Interest Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth above).

Requests. After (a) By delivering to the Closing DateAgent and the LC Issuer an Issuance Request on a Business Day prior to the Expiration Date and not less than three Business Days prior to the requested date of issuance, the Borrower mayCompany may request that the LC Issuer issue an irrevocable standby letter of credit or a documentary letter of credit to support non-financial performance obligations of the Company or a Subsidiary incurred by the Company or such Subsidiary in the ordinary course of business and which are described in the Issuance Request (a "Non-Financial Letter of Credit") or an irrevocable standby letter of credit or a documentary letter of credit to support payment obligations of the Company or a Subsidiary incurred by the Company or such Subsidiary in the ordinary course of business and which are described in the Issuance Request (a "Financial Letter of Credit"), each in such form as may be approved by written notice to the LC Issuer and the Agent (each, an “Incremental Facility a "Letter of Credit"). Upon receipt of each Issuance Request”), request increases in the Term Loans or additional term loan facilities Agent shall promptly notify the Banks thereof. The stated amount of any Letter of Credit requested to be incurred hereunder and under the other Loan Documents issued pursuant to an Issuance Request shall be denominated in Dollars. (each, whether or not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”b) or request to add one or more series Each Letter of pari passu or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, Credit shall by its terms: (i) be issued in a stated amount which (xA) a public offeringis at least $100,000, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior to the Revolving Termination Date, increases in the Revolving Loan Commitments or additional revolving credit facilities to be incurred hereunder and under the other Loan Documents (each, an “Incremental Revolving Loan Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”), in Dollars in an aggregate amount not to exceed an amount (the “Incremental Cap”) equal to (x) the greater of (1) $262.5 million and (2B) 50% of LTM EBITDA plus (y) an unlimited amount so long as the Borrower’s Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recently ended Test Period does not exceed 4.50:1.00(or would not exceed) the then Letter of Credit Availability; provided(ii) initially be stated to expire on a date (its "Stated Expiry Date") no later than the earlier of 12 months from its date of issuance or the Expiration Date, thatwhichever occurs first; and (iii) prior to its Stated Expiry Date (A) terminate immediately upon notice to the LC Issuer thereof from the beneficiary thereunder that all obligations covered thereby have been terminated, for purposes paid, or otherwise satisfied in full and delivery of this clause the original Letter of Credit to the LC Issuer or (i), the proceeds from any such Incremental Facility or Incremental Equivalent Indebtedness shall not be netted against, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio (provided that B) reduce in part immediately and to the extent the proceeds of any such Incremental Facility beneficiary thereunder has notified the LC Issuer thereof that the obligations covered thereby have been paid or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments); and provided further that (x) no commitment of any Lender shall be increased without the consent of such Lender and (y) otherwise satisfied in no event, for the avoidance of doubt, shall any Incremental Equivalent Indebtedness be secured on an equal and ratable basis with the Obligations. Such notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness or Incremental Revolving Loan Commitment being requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to Agent, (C) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and the amounts of such allocations, each of which shall be reasonably satisfactory to Agent and, in the case of any Incremental Revolving Loan Commitment, each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (D) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to be a Term SOFR Loan or a Base Rate Loan (and, if a Term SOFR Loan, the Interest Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth above)part.

Requests. After the Closing Date, the The Borrower may, by written notice to Agent (each, an “Incremental Facility Request”), request increases in solicit the Term Loans Existing Lenders (or additional prospective lenders determined by Borrower) to provide term loan facilities to be incurred hereunder and under the other Loan Documents (each, whether or not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or request to add one or more series of pari passu or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, issued in (x) a public offering, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior to the Revolving Termination Date, and/or increases in the Revolving Loan Commitments or additional revolving credit facilities to be incurred hereunder and under the other Loan Documents (each, an “Incremental Revolving Loan Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”), ) in Dollars in an aggregate amount not to exceed an amount (the “Incremental Cap”) equal to (x) the greater of (1) $262.5 million and (2) 50% of LTM EBITDA plus (y) an unlimited amount so long as the Borrower’s Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recently ended Test Period does not exceed 4.50:1.00; provided, that, 125,000,000150,000,000 for purposes of this clause (i), the proceeds from any all such Incremental Facility or Incremental Equivalent Indebtedness shall not be netted against, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio (Facilities; provided that to the extent the proceeds of any such Incremental Facility or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments); and provided further that (x) no commitment of any Lender shall be increased without the consent of such Lender and (y) any Person committing to provide all or a portion of the Incremental Facilities must be an existing Lender (other than a Defaulting Lender), an Affiliate or Approved Fund of any existing Lender (other than a natural Person or a Defaulting Lender) or any other Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) who (1) is an “accredited investor” (as defined in no eventRegulation D of the Securities Act of 1933) acceptable (which acceptances shall not be unreasonably withheld or delayed) to Borrower and Agent and (2) satisfies the requirements under Section 10.9(b) of a permitted assignee of the Term Loans or the Revolving Loan Commitments, for the avoidance of doubt, shall any Incremental Equivalent Indebtedness be secured on an equal and ratable basis with the Obligationsas applicable. Such notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness Commitment or Incremental Revolving Loan Commitment being requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effectiveeffective (which, which unless otherwise agreed by Agent, shall not be a date not less than five (5) 10 Business Days nor more than sixty (60) days after the date on which such notice is delivered to Agent, (C) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and the amounts of such allocations, each of which shall be reasonably satisfactory to Agent and, in the case of any Incremental Revolving Loan Commitment, each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtednessnotice), and (DC) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to be a Term SOFR Loan or a Base Rate Loan (and, if a Term SOFR Loan, the Interest Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth above).

Requests. After The Credit Parties may (provided that, for the Closing Dateavoidance of doubt, the any such Credit Party that is not a Borrower mayshall become a Borrower pursuant to Section 2.19 hereof), by written notice from the Administrative Borrower to the Administrative Agent (each, an “Incremental Facility Request”), at any time prior to the Term Loan Maturity Date, request increases in the Term Loans Loan Commitments which may be under a new term facility or additional term loan facilities to may be incurred hereunder and under the other part of an existing Class of Term Loan Documents Commitments (each, whether or not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) or request to add one or more series of pari passu or junior lien term loans or notes, subordinated term loans or notes or senior unsecured term loans or notes, or any bridge facility, in each case, issued in (x) a public offering, Rule 144A or other private placement or (y) a bridge facility or in a syndicated loan financing or otherwise, in all cases, in lieu of Incremental Term Loans and to be incurred under separate documentation from this Agreement and the other Loan Documents (the “Incremental Equivalent Indebtedness”) and/or, prior to the Revolving Termination Date, and/or increases in the Revolving Loan Credit Commitments or additional which may be under a new revolving credit facilities to facility or may be incurred hereunder and under the other Loan Documents part of an existing Class of Revolving Credit Commitments (each, an “Incremental Revolving Loan Credit Commitment” and the loans thereunder, “Incremental Revolving Credit Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Credit Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”), in Dollars in an aggregate amount not to exceed an amount (the “Incremental Cap”) equal to (x) the greater of (1) $262.5 million and (2) 50% of LTM EBITDA plus (y) an unlimited amount so long as the Borrower’s Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recently ended Test Period does not exceed 4.50:1.00; provided, that, for purposes of this clause (i), the proceeds from any such Incremental Facility or Incremental Equivalent Indebtedness shall not be netted against, as applicable, Consolidated Net Debt for purposes of calculating the Total Net Leverage Ratio (provided that to the extent the proceeds of any such Incremental Facility or Incremental Equivalent Indebtedness are to be used to repay Indebtedness, it shall not limit the Borrower’s ability to give Pro Forma Effect to such repayment of Indebtedness and all other appropriate pro forma adjustments); and provided further that (x) no commitment of any Lender shall be increased without the consent of such Lender and (y) in no event, for the avoidance of doubt, shall any Incremental Equivalent Indebtedness be secured on an equal and ratable basis with the ObligationsLender. Such notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness Commitment or Incremental Revolving Loan Credit Commitment being requestedrequested (which shall be in a minimum amount of $1,000,000 and multiples of $1,000,000 in excess thereof), (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effectiveeffective (which, which unless otherwise agreed by the Agents or if such request is made in connection with a Limited Condition Acquisition, shall not be a date not less than five ten (510) Business Days nor more than sixty (60) days after the date on which of such notice is delivered to Agentnotice), and (C) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and the amounts of such allocations, each of which shall be reasonably satisfactory to Agent andwhether, in the case of any Incremental Revolving Loan Commitment, each L/C Issuer and the Swingline Lender to the extent required under Section 9.9; provided that any existing Lender approached to provide all or a portion of such Incremental Facility and/or Incremental Equivalent Indebtedness may elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (D) if an Incremental Term Loan CommitmentCommitments, whether the related Incremental Term Loan is to be a Term SOFR Loan or a Base Rate Loan (Loans shall initially consist of ABR Loans and/or Eurodollar Loans and, if a Term SOFR Loanthe Loans are to include Eurodollar Loans, the Interest Period therefor). Each Incremental Term Loan Commitment, Incremental Revolving Loan Commitment and/or Incremental Equivalent Indebtedness shall to be in a minimum principal amount of not less than $5,000,000 or any whole multiple of $500,000 in excess thereof (provided that such principal amount may be less than $5,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Incremental Facilities and/or Incremental Equivalent Indebtedness set forth above)initially applicable thereto.