“Incremental Facilities Limit” means, with respect to any proposed incurrence of additional Indebtedness under [Section 5.13], an amount equal to the sum of # the amount of additional Indebtedness that would cause the Consolidated Secured Net Leverage Ratio as of the most recently ended fiscal quarter prior to the incurrence of such additional Indebtedness (or in the case of any additional Indebtedness, the proceeds of which will finance a Limited Condition Acquisition, the date determined pursuant to [Section 1.14]) for which financial statements have been delivered to the Administrative Agent hereunder, calculated on a pro forma basis after giving effect to the incurrence of such additional Indebtedness and any Limited Condition Acquisition to be consummated using the proceeds of such additional Indebtedness and assuming that any proposed Incremental Revolving Credit Increase is fully drawn at such time and after giving effect to the use of proceeds thereof, not to exceed 2.50 to 1.00 plus # ​ less the total aggregate initial principal amount (as of the date of incurrence thereof) of all Incremental Loan Commitments and

“Incremental Facilities Limit” means, with respect to any proposed incurrence of additional Indebtedness under [Section 5.13], an amount equal toLimit” means the sumgreater of # ​ and # 125% of the amount of additional Indebtedness that would cause theBorrower’s twelve month trailing Consolidated Secured Net Leverage Ratio as ofEBITDA for the most recently endedcompleted fiscal quarter prior toof the incurrence of such additional Indebtedness (or inBorrower as evidenced by the case of any additional Indebtedness, the proceeds of which will finance a Limited Condition Acquisition, the date determined pursuant to [Section 1.14]) for which financial statements have beenmost recently executed and delivered to the Administrative Agent hereunder, calculated on a pro forma basis after giving effect to the incurrence of such additional Indebtedness and any Limited Condition Acquisition to be consummated using the proceeds of such additional Indebtedness and assuming that any proposed Incremental Revolving Credit Increase is fully drawn at such time and after giving effect to the use of proceeds thereof, not to exceed 2.50 to 1.00 plus # ​Officer’s Compliance Certificate, less the total aggregate initial principal amount (as of the date of incurrence thereof) of all previously incurred unfunded Incremental LoanRevolving Credit Commitments and Incremental Revolving Credit Increases.

“Incremental Facilities Limit”Cap” means, with respectafter giving effect to the effectiveness of any proposed incurrenceIncremental Facility (including any unused amount thereof, in the case of additional Indebtedness under [Section 5.13]any proposed Incremental Revolving Credit Facility or Incremental Revolving Increase), an amount equalnot to exceed the greater of (A) (I) ​ plus # the aggregate amount of all voluntary prepayments and repurchases of Term Loans and voluntary reductions of commitments under the Revolving Credit Facility, in each case made prior to the sumdate of any such incurrence (other than prepayments, repurchases and commitment reductions made with the proceeds of Indebtedness under this Agreement or any other long-term Indebtedness) minus # the aggregate principal amount of additional Indebtednessall Incremental Facilities and Incremental Equivalent Debt theretofore incurred in reliance of clauses (I) and (II) of this [clause (A), and (B)])] the maximum aggregate principal amount (if any) of the Incremental Facilities that would causecould be established or incurred without causing the Consolidated Secured Net Leverage Ratio as of the last day of the most recently ended fiscal quarter prior to the incurrence of such additional Indebtedness (or in the case of any additional Indebtedness, the proceeds of which will finance a Limited Condition Acquisition, the date determined pursuant to [Section 1.14]) for which financial statements have been delivered to the Administrative Agent hereunder, calculatedTest Period, on a pro forma basisPro Forma Basis after giving effect to the incurrence of such additional Indebtednessamount, any acquisition or Investment consummated in connection therewith and all other appropriate pro forma adjustments (but without netting any Limited Condition Acquisitioncash proceeds from such incurrence), to be consummated using the proceeds of such additional Indebtedness and assuming thatexceed 4.00:1.00 (treating any proposed Incremental Revolving Credit Facility or proposed Incremental Revolving Increase isas fully drawn at such time and after giving effect to the use of proceeds thereof, not to exceed 2.50 to 1.00 plus # ​ less the total aggregate initial principal amount (as of the date of incurrence thereof) of all Incremental Loan Commitments anddrawn).

the aggregate amount of all such Incremental Facilities Limit” means, with respectshall not exceed the sum of # ​ less the aggregate principal amount of Incremental Equivalent Debt issued, incurred or otherwise obtained in reliance on this [clause (i)], (ii) an amount such that, after giving Pro Forma Effect to such Incremental Facility (assuming the aggregate Revolving Increase is fully funded), the Total Leverage Ratio (calculated on a Pro Forma Basis based on the financial statements delivered to the Administrative Agent pursuant to [[Section 8.05(a) or (b)])]])] hereof immediately prior to such Revolver Increase) shall not exceed 3.50 to 1.00; provided that if the proceeds of any proposed incurrenceIncremental Facility are used substantially concurrently to finance a Permitted Acquisition or similar investment permitted hereunder whose consummation is not conditioned on the availability of, or on obtaining, third party financing (a “Limited Condition Acquisition”), then at the election of additional Indebtedness under [Section 5.13],the Borrower, the foregoing calculation of the Total Leverage Ratio shall only be required to be satisfied on the LCT Test Date and # an amount equal to all voluntary prepayments of, repurchases and/or cancellations (in an amount equal to the sumactual amount so repaid, repurchased and/or canceled) of # the amount of additional Indebtedness that would cause the Consolidated Secured Net Leverage Ratio as of the most recently ended fiscal quarter prior to the incurrence of such additional Indebtedness (or inIncremental Term Loans, Incremental Equivalent Debt and Revolving Loans (in the case of any additional Indebtedness,Revolving Loans, to the extent accompanied by a permanent reduction in the Revolving Credit Commitments therefor), in each case, not made with the proceeds of which will financeany long-term indebtedness (excluding, for the avoidance of doubt, Revolving Loans) (it being understood that # the Borrower shall be deemed to have used capacity under [clause (i)] (to the extent compliant therewith) before capacity under [clauses (ii) or (iii)])], and capacity under [clause (iii)] shall be deemed to be used before capacity under [clause (i)] and (II) loans may be incurred under [clauses (i), (ii) and (iii)])])], and proceeds from any such incurrence under [clauses (i), (ii) and (iii)])])] may be utilized in a Limited Condition Acquisition, the date determined pursuant to [Section 1.14]) for which financial statements have been delivered to the Administrative Agent hereunder, calculated on a pro forma basis after giving effect tosingle transaction or series of related transactions by first calculating the incurrence of such additional Indebtednessunder [clause (ii)] and any Limited Condition Acquisition to be consummated usingthen calculating the proceeds of such additional Indebtedness and assuming that any proposed Incremental Revolving Credit Increase is fully drawn at such time and after giving effect to the use of proceeds thereof, not to exceed 2.50 to 1.00 plus # ​ less the total aggregate initial principal amount (as of the date of incurrence thereof) of all Incremental Loan Commitments andunder [clause (iii)]);