Common use of Requests Clause in Contracts

Requests. Borrower may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to the effectiveness of any such facility (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment or Term B Commitment or one or more tranches of new term loans denominated in dollars (the “Incremental Term Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; the Incremental Term Loans are sometimes referred to herein individually as an “Incremental Loan” and, collectively, as the “Incremental Loans”; the Incremental Term Loan Commitments are sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”) in an aggregate principal amount not to exceed $60,000,000; provided that no commitment of any Lender shall be increased without the consent of such Lender. Such Incremental Facility Request shall set forth (A) the amount of the Incremental Term Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof), (B) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to become effective (which shall not be (a) unless otherwise agreed by Administrative Agent, less than fifteen (15) days after the date of such notice and (b) more than thirty (30) days after the date of such notice (or such longer period as Administrative Agent may agree), and (C) whether the related Incremental Loan is initially to be a SOFR Loan or a Base Rate Loan (and, if a SOFR Loan, the Interest Period therefor).

Requests. The Borrower may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to the effectiveness of any such facility Agent (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment Loans or Term B Commitment or one or more tranches of new additional term loans denominated in dollars loan facilities (the each, an “Incremental Term Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; the Incremental Term Loans are sometimes referred to herein individually as an “Incremental Loan” and, collectively, as the “Incremental Loans”; the each Incremental Term Loan Commitments are Commitment is sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”) in Dollars in an aggregate principal amount not to exceed $60,000,000100,000,000 for all such Incremental Facilities; provided 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 Regulation D of the Securities Act of 1933) acceptable (which acceptances shall not be unreasonably withheld or delayed) to Borrower and Agent. Such Incremental Facility Request notice shall set forth (A) the amount of the Incremental Term Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof)requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to become effective (which shall not be (a) which, unless otherwise agreed by Administrative Agent, shall not be less than fifteen 10 Business Days nor more than sixty (1560) days after the date of such notice and (b) more than thirty (30) days after the date of such notice (or such longer period as Administrative Agent may agreenotice), and (C) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is initially to be a SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a SOFR LIBOR Rate Loan, the Interest Period therefor).

Requests. After the Closing Date, the Borrower may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to the effectiveness of any such facility Agent (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment Loans or Term B Commitment additional term loan facilities to be incurred hereunder and under the other Loan Documents (each, whether or one or more tranches of new term loans denominated in dollars (the not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; the ) 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 are sometimes referred and to herein individually as 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 LoanRevolving Loan Commitment” andand the loans thereunder, collectively, as the “Incremental Revolving Loans”; the each Incremental Term Loan Commitments 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 principal amount not to exceed an amount (the “Incremental Cap”) equal to (x) the greater of (1) $60,000,000262.5 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 LenderLender 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 Incremental Facility Request notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness or Incremental Revolving Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof)requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effective (effective, which shall be a date not be (a) unless otherwise agreed by Administrative Agent, less than fifteen five (155) days 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 notice Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and (b) more than thirty (30) days after the date amounts of such notice (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 longer period as Administrative Agent Incremental Facility and/or Incremental Equivalent Indebtedness may agree)elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (CD) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is initially 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, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to the effectiveness of any such facility Agent (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment Loans or Term B Commitment additional term loan facilities to be incurred hereunder and under the other Loan Documents (each, whether or one or more tranches of new term loans denominated in dollars (the not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; the ) or request to add one or more series of 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 are sometimes referred and to herein individually as 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 LoanRevolving Loan Commitment” andand the loans thereunder, collectively, as the “Incremental Revolving Loans”; the each Incremental Term Loan Commitments 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 principal unlimited amount so long as the 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; 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 to exceed $60,000,000; 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 LenderLender 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 Incremental Facility Request notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness or Incremental Revolving Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof)requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effective (effective, which shall be a date not be (a) unless otherwise agreed by Administrative Agent, less than fifteen five (155) days 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 notice Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and (b) more than thirty (30) days after the date amounts of such notice (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 longer period as Administrative Agent Incremental Facility and/or Incremental Equivalent Indebtedness may agree)elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (CD) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is initially to be a SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a 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. The Borrower may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to the effectiveness of any such facility Applicable Agent (each, an “Incremental Facility Request”), from time to time, request one or more increases in the Term A-1 Commitment or Term B Commitment or Loan Commitments and/or to establish one or more tranches of new term loans denominated in dollars under this Agreement (the each, whether or not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; ) and/or increases in the Incremental Term Loans are sometimes referred to herein individually as Revolving Loan Commitments (each, an “Incremental LoanRevolving Loan Commitment” andand the loans thereunder, collectively, as the “Incremental Revolving Loans”; the each Incremental Term Loan Commitments Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”); provided, to the extent any portion of such Incremental Facilities is provided by any Person other than GE Capital, Ares Capital Corporation or the Senior Secured Loan Fund LLC (or any of their respective Affiliates or Related Funds) in an (the “Non GE/Ares Incremental Facilities”), the aggregate principal amount for all such Non GE/Ares Incremental Facilities shall not to exceed $60,000,000150,000,000; provided provided, immediately after giving pro forma effect to any Incremental Revolving Loan Commitment, that no commitment the aggregate principal amount of any Lender Incremental Revolving Loan Commitments shall be increased without not exceed the consent lesser of such Lender$30,000,000 and 30% of the aggregate principal amount of the Term Loans then outstanding. Such Incremental Facility Request notice shall set forth (A) the amount of the Incremental Term Loan Commitment or Incremental Revolving Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 1,000,000 and multiples of $100,000 in excess thereof), (B) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to become effective (which shall not be (a) which, unless otherwise agreed by Administrative the Applicable Agent, shall not be less than fifteen (15) days 10 Business Days after the date of such notice and (b) more than thirty (30) days after the date of such notice (or such longer period later date as Administrative Agent may agreebe agreed to by the Persons holding the commitments to provide such Incremental Facilities), and (C) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is initially to be a SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a SOFR LIBOR Rate Loan, the Interest Period therefor).

Requests. The Borrower may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to request increases in the effectiveness of any such facility Revolving Loan Commitments (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment or Term B Commitment or one or more tranches of new term loans denominated in dollars (the “Incremental Term Revolving Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; the Incremental Term Loans are sometimes referred to herein individually as an “Incremental Loan” and, collectively, as the “Incremental Revolving Loans”; the Incremental Term Loan Commitments are sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”) in Dollars in an aggregate principal amount not to exceed $60,000,000180,000,000 for all such Incremental Revolving Loan Commitments; provided that no commitment of any Lender shall be increased without the consent of such Lender. Such Incremental Facility Request notice shall set forth (A) the amount of the Incremental Term Revolving Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 10,000,000 and multiples of $100,000 1,000,000 in excess thereof), ) and (B) the date (an “Incremental Effective Date”) on which such Incremental Facility Revolving Loan Commitment is requested to become effective (which shall not be (a) which, unless otherwise agreed by Administrative Agent, shall not be less than fifteen ten (1510) Business Days nor more than sixty (60) days after the date of such notice and notice). The Borrower will first seek Incremental Revolving Credit Commitments from existing Lenders as set forth below (beach 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 pro rata basis within five (5) more than thirty (30) days after the date Business Days of such notice 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 (or 2) Business Days after such longer period as Administrative offer, such remaining portion of the Incremental Revolving Credit Commitment may be offered by the Borrower to any other banks, financial institutions and other institutional lenders reasonably acceptable to Agent may agree), and (C) whether the related Incremental Loan each L/C Issuer that is initially to be a SOFR Loan or a Base Rate Loan (and, if a SOFR Loan, the Interest Period therefor)Lender.

Requests. The Borrower may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to the effectiveness of any such facility Agent (each, an “‘Incremental Facility Request”’), request one or more increases in the Term A-1 Commitment Loans or Term B Commitment or one or more tranches of new additional term loans denominated in dollars loan facilities (the “each, an ‘Incremental Term Loan Commitment” ’ and the term loans thereunder, each an “‘Incremental Term Loan”’) and/or increases in the Revolving Loan Commitments (each, an ‘Incremental Revolving Loan Commitment’ and the loans thereunder, ‘Incremental Revolving Loans’; the each Incremental Term Loans Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Loan” and, collectively, as the “Incremental Loans”; the Incremental Term Loan Commitments are sometimes referred to herein individually as an “‘Incremental Facility” ’ and collectively as the “‘Incremental Facilities”’) in Dollars in an aggregate principal amount not to exceed $60,000,00050,000,000 for all such Incremental Facilities; provided 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 Regulation D of the Securities Act of 1933) acceptable (which acceptances shall not be unreasonably withheld or delayed) to Borrower and Agent. Such Incremental Facility Request notice shall set forth (A) the amount of the Incremental Term Loan Commitment or Incremental Revolving Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof)requested, (B) the date (an “‘Incremental Effective Date”’) on which such Incremental Facility is requested to become effective (which shall not be (a) which, unless otherwise agreed by Administrative Agent, shall not be less than fifteen 10 Business Days nor more than sixty (1560) days after the date of such notice and (b) more than thirty (30) days after the date of such notice (or such longer period as Administrative Agent may agreenotice), and (C) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is initially to be a SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a SOFR LIBOR Rate Loan, the Interest Period therefor).”

Requests. The Borrower may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to the effectiveness of any such facility Agent (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment or Term B Commitment or one or more tranches of new term loans denominated in dollars Loan Commitments (the each, an “Incremental Term Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; the Incremental Term Loans are sometimes referred to herein individually as an “Incremental Loan” and, collectively, as the “Incremental Loans”; the each Incremental Term Loan Commitments are Commitment is sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”) in Dollars in an aggregate principal amount not to exceed $60,000,00050,000,0000 for all such Incremental Facilities; provided that no more than four (4) Incremental Facility Requests may be requested and approved during the term of this Agreement, provided, further, that the Borrower may seek Incremental Term Loan Commitments from existing Lenders (each of whom shall be entitled to agree to decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Lenders in connection therewith, it being understood and agreed that no commitment of any Lender shall be increased without the consent of such Lender. Such Incremental Facility Request Each such notice shall set forth (A) the amount of the Incremental Term Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof), (B) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to become effective (which shall not be (a) which, unless otherwise agreed by Administrative Agent, shall not be less than fifteen ten (1510) Business Days nor more than sixty (60) days after the date of such notice and (b) more than thirty (30) days after the date of such notice (or such longer period as Administrative Agent may agreenotice), and (C) whether the related Incremental Term Loan is initially to be a SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a SOFR LIBOR Rate Loan, the Interest Period therefor).

Requests. The Borrower may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to the effectiveness of any such facility Agent (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment Loans or Term B Commitment additionalsolicit the Existing Lenders (or one or more tranches of new prospective lenders determined by Borrower) to provide term loans denominated in dollars loan facilities (the each, an “Incremental Term Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; ) and/or increases in the Incremental Term Loans are sometimes referred to herein individually as Revolving Loan Commitments (each, an “Incremental LoanRevolving Loan Commitment” andand the loans thereunder, collectively, as the “Incremental Revolving Loans”; the each Incremental Term Loan Commitments 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 principal amount not to exceed $60,000,0001250,000,000 for all such Incremental Facilities; provided 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 Regulation 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, as applicable. Such Incremental Facility Request notice shall set forth (A) the amount of the Incremental Term Loan Commitment or Incremental Revolving Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof)requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to become effective (which shall not be (a) which, unless otherwise agreed by Administrative Agent, shall not be less than fifteen 10 Business Days nor more than sixty (1560) days after the date of such notice and (b) more than thirty (30) days after the date of such notice (or such longer period as Administrative Agent may agreenotice), and (C) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is initially to be a SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a SOFR LIBOR Rate Loan, the Interest Period therefor).

Requests. The Borrower may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to the effectiveness of any such facility Agent (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment Loans or Term B Commitment or one or more tranches of new additional term loans denominated in dollars loan facilities (the each, an “Incremental Term Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; ) and/or increases in the Incremental Term Loans are sometimes referred to herein individually as Revolving Loan Commitments (each, an “Incremental LoanRevolving Loan Commitment” andand the loans thereunder, collectively, as the “Incremental Revolving Loans”; the each Incremental Term Loan Commitments 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 principal amount not to exceed $60,000,00040,000,000 for all such Incremental Facilities; provided that the aggregate principal amount of Incremental Revolving Loan Commitments shall not exceed $25,000,000, provided, further, that no commitment of any Lender shall be increased without the consent of such Lender. Such Incremental Facility Request notice shall set forth (A) the amount of the Incremental Term Loan Commitment or Incremental Revolving Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof)requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to become effective (which shall not be (a) which, unless otherwise agreed by Administrative Agent, shall not be less than fifteen (15) 10 Business Days nor more than 60 days after the date of such notice and (b) more than thirty (30) days after the date of such notice (or such longer period as Administrative Agent may agreenotice), and (C) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is initially to be a SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a SOFR LIBOR Rate Loan, the Interest Period therefor).

Requests. Borrower The Borrower, may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to the effectiveness of any such facility Agent (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment or Term B Commitment or one or more tranches of new term loans denominated in dollars Loan Commitments (the each, an “Incremental Term Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”); the Incremental Term Loans are sometimes referred to herein individually as an “Incremental Loan” and, collectively, as the “Incremental Loans”; the each Incremental Term Loan Commitments Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”) in Dollars in an aggregate principal amount not to exceed $60,000,0007,500,000; provided that no commitment of any Lender shall be increased without the consent of such Lender; provided further that, for the avoidance of doubt, the Fourth Amendment Term Loan Facility shall not constitute an Incremental Facility and the Fourth Amendment Term Loans shall not constitute Incremental Term Loans. Such Incremental Facility Request notice shall set forth (A) the amount of the Incremental Term Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 1,000,000 and multiples of $100,000 in excess thereof)) being requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to become effective (which shall not be (a) which, unless otherwise agreed by Administrative the Agent, shall not be less than fifteen ten (1510) Business Days (or such shorter period agreed to by Agent in its sole discretion) nor more than sixty (60) days after the date of such notice and (b) more than thirty (30) days after the date of such notice (or such longer period as Administrative Agent may agreenotice), and (C) whether the related Incremental Loan is Term Loans shall initially to be a SOFR Loan or a consist of Base Rate Loan (Loans and/or LIBOR Loans and, if a SOFR Loanthe Loans are to include LIBOR Loans, the Interest Period therefor)to be initially applicable thereto.

Requests. After the Closing Date, the Borrower may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to the effectiveness of any such facility Agent (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment Loans or Term B Commitment additional term loan facilities to be incurred hereunder and under the other Loan Documents (each, whether or one or more tranches of new term loans denominated in dollars (the not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; the ) or request to add one or more series of 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 are sometimes referred and to herein individually as 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 LoanRevolving Loan Commitment” andand the loans thereunder, collectively, as the “Incremental Revolving Loans”; the each Incremental Term Loan Commitments 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 an Dollars; provided that the aggregate principal amount of Incremental Facilities and Incremental Equivalent Indebtedness shall not to exceed (x) $60,000,000115,000,000 (the “Fixed Incremental Amount”) plus (y) an unlimited additional amount (the “Unlimited Incremental Amount”) 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 LenderLender 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 Incremental Facility Request notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness or Incremental Revolving Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof)requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effective (effective, which shall be a date not be (a) unless otherwise agreed by Administrative Agent, less than fifteen five (155) days 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 notice Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and (b) more than thirty (30) days after the date amounts of such notice (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 longer period as Administrative Agent Incremental Facility and/or Incremental Equivalent Indebtedness may agree)elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (CD) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is initially to be a SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a 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. Borrower may, from time to time by written notice to Administrative Agentin the form of (or substantially in the form of) Exhibit F attached hereto, no later than fifteen (15) days prior to the effectiveness of any such facility Administrative Agent (each, an “Incremental Facility Request”), request one or more increases an increase in the Term A-1 Commitment Revolving Loan Commitments (each, an “Incremental Revolving Loan Commitment”), or Term B Commitment or one or more tranches request additions of new term loans denominated in dollars Incremental Term Loans (the each, an “Incremental Term Loan Commitment” and the each term loans loan thereunder, each an “Incremental Term Loan”; the , and each Incremental Term Loans are Loan Commitment is sometimes referred to herein individually as an “Incremental LoanTerm Loan Facility” and, collectively, and collectively as the “Incremental LoansTerm Loan Facilities”; ) in U.S. Dollars in an aggregate amount not to exceed $50,000,000. Each Incremental Facility Request shall set forth (A) the amount of the Incremental Revolving Loan Commitment and/or Incremental Term Loan Commitments are sometimes Commitment being requested (each of which shall be in a minimum amount of $10,000,000 and multiples of $5,000,000 in excess thereof or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above), (B) the date (an “Incremental Effective Date”) on which the Incremental Revolving Loan Commitment or Incremental Term Loan Facility (each referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”) in an aggregate principal amount not to exceed $60,000,000; provided that no commitment of any Lender shall be increased without the consent of such Lender. Such Incremental Facility Request shall set forth (A) the amount of the Incremental Term Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof), (B) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to become effective (which shall not be (a) which, unless otherwise agreed by the Administrative Agent, shall not be less than fifteen ten (1510) Business Days nor more than sixty (60) days after the date of such notice and (b) more than thirty (30) days after the date of such notice (or such longer period as Administrative Agent may agreenotice), and (C) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to initially to be a SOFR Eurodollar Loan or a Base Rate Loan (and, if a SOFR Eurodollar Loan, the Interest Period therefor).

Requests. The Borrower may, from time to time by written notice of the Borrower to Administrative Agent, no later than fifteen (15) days prior to Agent request increases in the effectiveness of any such facility Term Loans (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment or Term B Commitment or one or more tranches of new term loans denominated in dollars (the “Incremental Term Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; ) and/or increases in the Incremental Term Loans are sometimes referred to herein individually as Revolving Loan Commitments (each, an “Incremental LoanRevolving Loan Commitment” andand the loans thereunder, collectively, as the “Incremental Revolving Loans”; the each Incremental Term Loan Commitments 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 principal amount not to exceed $60,000,00065,000,000; provided that no commitment the aggregate principal amount of any Lender Incremental Revolving Loan Commitments shall be increased without the consent of such Lendernot exceed $20,000,000. Such Incremental Facility Request notice shall set forth (Ax) the amount of the Incremental Term Loan Commitment or Incremental Revolving Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof)requested, (By) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to become effective (which shall not be (a) unless otherwise agreed by Administrative Agent, less than fifteen (15) days after the date of such notice and (b) more than thirty (30) days after the date of such notice (or such longer period as Administrative Agent may agree)effective, and (Cz) if any Incremental Term Loan Commitment, whether the related Incremental Term Loan is initially to be a SOFR Loan or a Base Rate Loan (and, if a SOFR Loan, the Interest Period therefor).

Requests. Borrower The Company may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to the effectiveness of any such facility Agent (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment or Term B Commitment or one or more tranches of new term loans denominated in dollars Commitments (the each, an “Incremental Term Loan Commitment” and the term loans Term Loans thereunder, each an “Incremental Term Loan”; ) and/or increases in the Incremental Term Loans are sometimes referred to herein individually as Revolving Loan Commitments (each, an “Incremental LoanRevolving Commitment” andand the Revolving Loans thereunder, collectively, as the “Incremental Revolving Loans”; the each Incremental Term Loan Commitments Commitment and each Incremental Revolving Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”) in Dollars, in an aggregate principal amount not to exceed $60,000,000150,000,000 for all such Incremental Facilities; provided that (x) no commitment of any Lender shall be increased without the consent of such LenderLender and (y) no Incremental Facility shall require the approval of any existing Lender other than in its capacity, if applicable, as a Lender providing all or part of any Incremental Facility. Such Incremental Facility Request notice shall set forth (Ai) the amount of the Incremental Term Loan Commitment and/or Incremental Revolving Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof), ) and (Bii) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to become effective (which shall not be (a) which, unless otherwise agreed by Administrative Agent, shall not be less than fifteen (15) 10 Business Days nor more than 60 days after the date of such notice and (b) more than thirty (30) days after the date of such notice (or such longer period as Administrative Agent may agree), and (C) whether the related Incremental Loan is initially to be a SOFR Loan or a Base Rate Loan (and, if a SOFR Loan, the Interest Period therefornotice).

Requests. The Credit Parties may (provided that, for the avoidance of doubt, any such Credit Party that is not a Borrower mayshall become a Borrower pursuant to Section 2.19 hereof), from time to time by written notice to from the Administrative Agent, no later than fifteen (15) days prior Borrower to the effectiveness of any such facility Administrative Agent (each, an “Incremental Facility Request”), at any time prior to the Term Loan Maturity Date, request one or more increases in the Term A-1 Commitment or Term B Commitment or one or more tranches of Loan Commitments which may be under a new term loans denominated in dollars facility or may be part of an existing Class of Term Loan Commitments (the each, an “Incremental Term Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; ) and/or increases in the Incremental Term Loans are sometimes referred to herein individually as Revolving Credit Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each, an “Incremental LoanRevolving Credit Commitment” andand the loans thereunder, collectively, as the “Incremental Revolving Credit Loans”; the each Incremental Term Loan Commitments Commitment and each Incremental Revolving Credit Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”) in an aggregate principal amount not to exceed $60,000,000); provided provided, that no commitment of any Lender shall be increased without the consent of such Lender. Such Incremental Facility Request notice shall set forth (A) the amount of the Incremental Term Loan Commitment or Incremental Revolving Credit Commitment being requested (which shall be in a minimum amount of $5,000,000 1,000,000 and multiples of $100,000 1,000,000 in excess thereof), (B) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to become effective (which shall not be (a) which, unless otherwise agreed by Administrative Agentthe Agents or if such request is made in connection with a Limited Condition Acquisition, shall not be less than fifteen ten (1510) Business Days nor more than sixty (60) days after the date of such notice and (b) more than thirty (30) days after the date of such notice (or such longer period as Administrative Agent may agreenotice), and (C) whether whether, in the related case of Incremental Term Loan is Commitments, the Incremental Term Loans shall initially to be a SOFR Loan or a Base Rate Loan (consist of ABR Loans and/or Eurodollar Loans and, if a SOFR Loanthe Loans are to include Eurodollar Loans, the Interest Period therefor)to be initially applicable thereto.

Requests. The Borrower may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to request increases in the effectiveness of any such facility Revolving Loan Commitments (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment or Term B Commitment or one or more tranches of new term loans denominated in dollars (the “Incremental Term Revolving Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; the Incremental Term Loans are sometimes referred to herein individually as an “Incremental Loan” and, collectively, as the “Incremental Revolving Loans”; the Incremental Term Loan Commitments are sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”) in Dollars in an aggregate principal amount not to exceed $60,000,000100,000,000 for all such Incremental Revolving Loan Commitments; provided that no commitment of any Lender shall be increased without the consent of such Lender. Such Incremental Facility Request notice shall set forth (A) the amount of the Incremental Term Revolving Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 10,000,000 and multiples of $100,000 1,000,000 in excess thereof), ) and (B) the date (an “Incremental Effective Date”) on which such Incremental Facility Revolving Loan Commitment is requested to become effective (which shall not be (a) which, unless otherwise agreed by Administrative Agent, shall not be less than fifteen ten (1510) Business Days nor more than sixty (60) days after the date of such notice and notice). The Borrower will first seek Incremental Revolving Credit Commitments from existing Lenders as set forth below (beach 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 pro rata basis within five (5) more than thirty (30) days after the date Business Days of such notice 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 (or 2) Business Days after such longer period as Administrative offer, such remaining portion of the Incremental Revolving Credit Commitment may be offered by the Borrower to any other banks, financial institutions and other institutional lenders reasonably acceptable to Agent may agree), and (C) whether the related Incremental Loan each L/C Issuer that is initially to be a SOFR Loan or a Base Rate Loan (and, if a SOFR Loan, the Interest Period therefor)Lender.

Requests. Borrower may, from time to time by written notice to Administrative Agentin the form of (or substantially in the form of) Exhibit F attached hereto, no later than fifteen (15) days prior to the effectiveness of any such facility Administrative Agent (each, an “Incremental Facility Request”), request one or more increases an increase in the Term A-1 Commitment Revolving Loan Commitments (each, an “Incremental Revolving Loan Commitment”), or Term B Commitment or one or more tranches request additions of new term loans denominated in dollars Incremental Term Loans (the each, an “Incremental Term Loan Commitment” and the each term loans loan thereunder, each an “Incremental Term Loan”; the , and each Incremental Term Loans are Loan Commitment is sometimes referred to herein individually as an “Incremental LoanTerm Loan Facility” and, collectively, and collectively as the “Incremental LoansTerm Loan Facilities”; ) in U.S. Dollars in an aggregate amount not to exceed $5029,500,000,000..00 Each Incremental Facility Request shall set forth (A) the amount of the Incremental Revolving Loan Commitment and/or Incremental Term Loan Commitments are sometimes Commitment being requested (each of which shall be in a minimum amount of $10,000,000 and multiples of $5,000,000 in excess thereof or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above), (B) the date (an “Incremental Effective Date”) on which the Incremental Revolving Loan Commitment or Incremental Term Loan Facility (each referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”) in an aggregate principal amount not to exceed $60,000,000; provided that no commitment of any Lender shall be increased without the consent of such Lender. Such Incremental Facility Request shall set forth (A) the amount of the Incremental Term Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof), (B) the date (an “Incremental Effective Date”) on which such Incremental Facility is requested to become effective (which shall not be (a) which, unless otherwise agreed by the Administrative Agent, shall not be less than fifteen ten (1510) Business Days nor more than sixty (60) days after the date of such notice and (b) more than thirty (30) days after the date of such notice (or such longer period as Administrative Agent may agreenotice), and (C) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to initially to be a SOFR Eurodollar Loan or a Base Rate Loan (and, if a SOFR Eurodollar Loan, the Interest Period therefor).

Requests. After the Closing Date, the Borrower may, from time to time by written notice to Administrative Agent, no later than fifteen (15) days prior to the effectiveness of any such facility Agent (each, an “Incremental Facility Request”), request one or more increases in the Term A-1 Commitment Loans or Term B Commitment additional term loan facilities (each, whether or one or more tranches of new term loans denominated in dollars (the not a separate tranche, an “Incremental Term Loan Commitment” and the term loans thereunder, each an “Incremental Term Loan”; the ) or request to add one or more series of 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 are sometimes referred (the “Incremental Equivalent Indebtedness”) and/or, prior to herein individually as the Revolving Termination Date, increases in the Revolving Loan Commitments or additional revolving credit facilities (each, an “Incremental LoanRevolving Loan Commitment” andand the loans thereunder, collectively, as the “Incremental Revolving Loans”; the each Incremental Term Loan Commitments 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 an Dollars; provided that the aggregate principal amount of Incremental Facilities and Incremental Equivalent Indebtedness shall not exceed (x) $25,000,000 (the “Fixed Incremental Amount”) plus (y) an unlimited additional amount (the “Unlimited Incremental Amount”) determined in accordance with Section 1.1(e)(ii)(B) below plus (z) 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 Term Loans by the Credit Parties at or below par in the amount of cash used to exceed $60,000,000make such purchases and commitment reductions other than with the proceeds of long-term debt); and provided further that no commitment of any Lender shall be increased without the consent of such Lender. Such Incremental Facility Request notice shall set forth (A) the amount of the Incremental Term Loan Commitment, Incremental Equivalent Indebtedness or Incremental Revolving Loan Commitment being requested (which shall be in a minimum amount of $5,000,000 and multiples of $100,000 in excess thereof)requested, (B) the date (an “Incremental Effective Date”) on which such Incremental Facility and/or Incremental Equivalent Indebtedness is requested to become effective (effective, which shall be a date not be (a) unless otherwise agreed by Administrative Agent, less than fifteen (15) days 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 notice Incremental Facility and/or Incremental Equivalent Indebtedness be allocated and (b) more than thirty (30) days after the date amounts of such notice (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 longer period as Administrative Agent Incremental Facility and/or Incremental Equivalent Indebtedness may agree)elect or decline, in its sole discretion, to provide such Incremental Facility and/or Incremental Equivalent Indebtedness, and (CD) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is initially to be a SOFR LIBOR Rate Loan or a Base Rate Loan (and, if a 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).