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Fixed Incremental Amount
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Incremental Facility. Except as otherwise specifically set forth herein, all of the other terms and conditions applicable to such Incremental Facility shall be identical to the terms and conditions applicable to the Revolving Facility.

Incremental Loans. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments or new Term Loans not in the same Facility of any existing Class of Term Loans made on an Incremental Facility Closing Date shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this ‎Section 2.14, # each Incremental Term Lender of such Class shall make a Loan to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and # each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this ‎Section 2.14, # each Incremental Revolving Credit Lender of such Class shall make its Commitment available to the Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, may be designated as a borrower in respect thereof so long as all obligors under such Incremental Facility are the same as with respect to the Loans hereunder) (when borrowed, “Incremental Revolving Credit Loans” and collectively with Incremental Term Loans, an “Incremental Loans”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and # each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Credit Loans of such Class made pursuant thereto. For the avoidance of doubt, Incremental Term Loans may have identical terms to any of the Term Loans and be treated as the same Class as any of such Term Loans.

Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitment shall become Commitments (or in the case of an Incremental Revolving Credit Commitment to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, that may be designated as a borrower in respect thereof (if any), each Incremental Lender providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this ‎Section 2.14. The Borrower (or any Loan Party organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, that may be designated as a borrower in respect thereof) will use the proceeds of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments, unless it so agrees.

At any time during the period from and after the Sixth Restatement Effective Date, at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount not to exceed the Available Increase Amount (each such increase, an “Increase”); provided, that in no event shall the Revolver Commitments and the Maximum Revolver Amount be increased by an amount in excess of the Available Increase Amount. Agent may invite one or more Lenders to increase its Revolver Commitments (as the case may be) (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection with a proposed Increase and Agent or Borrowers may invite any prospective lender who is reasonably satisfactory to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of at least $25,000,000 and integral multiples of $5,000,000 in excess thereof.

The Borrowers or any Guarantor or, solely in the case of a New Term Loan Facility denominated in an Alternative Currency, any Restricted Subsidiary that is organized in a jurisdiction that is acceptable to the Administrative Agent (any such Guarantor or Restricted Subsidiary for so long as loans or commitments remain outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice to the Administrative Agent, request the establishment of one or more new tranches of term facilities denominated in Dollars, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and providing such New Term Loan Facility (each, a “New Term Loan Facility”) and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing Lender will have an obligation to make any Incremental Facility, nor will the Borrower have any obligation to approach any existing to provide any Incremental Facility, in an aggregate amount not in excess of the sum of # the greater of # $460,000,000 (or a principal amount equal to the Dollar Equivalent of $460,000,000) and # 100% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any amount of Indebtedness incurred pursuant to clause (x)(i) of [Section 8.02(p) and (y)])] an unlimited amount if, after giving effect to the incurrence of such amount, # in case of Incremental Facilities that are secured on a pari passu basis with the Obligations, the First Lien Net Leverage Ratio is less than or equal to 3.50 to 1.00 on a Pro Forma Basis, # in case of Incremental Facilities that are secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 5.00 to 1.00 on a Pro Forma Basis and # in case of Incremental Facilities that are unsecured, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (in each case, assuming # the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included and # any Incremental Revolving Credit Facilities are fully drawn) and, in each instance, for an amount not less than $5,000,000 (or a principal amount equal to the Dollar Equivalent of $5,000,000) individually (or such lesser amount which shall be approved by the Administrative Agent); provided that Incremental Facilities # shall be incurred pursuant to [clause (y) above] prior to utilization of any capacity pursuant to [clause (x) above], # amounts incurred in reliance on [clause (x) above] concurrently with amounts incurred in reliance on [clause (y) above] shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to [clause (y) above] on the same day and # if all or any portion of any Incremental Facility was originally incurred or issued in reliance on [clause (x) above] and thereafter such amount could have been incurred pursuant to [clause (y) above], such amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect from time to time, as having been incurred pursuant to [clause (y) above] and thereafter shall not count as utilization of [clause (x) above]; provided, further, that, notwithstanding the foregoing or anything to the contrary set forth herein, # Incremental Term Loans may be incurred without regard to any of the foregoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and # New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso. Each such notice shall specify # the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the applicable Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period otherwise agreed to by the Administrative Agent in its sole discretion), # the identity of each Lender or Affiliate or other Person that is consented to by the Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under [Section 11.06] for an assignment of Loans or Revolving Credit Commitments (any such Affiliate or other Person, a “New Incremental Lender”) to whom the Borrowers propose any portion of such Incremental Facility be allocated and the amounts of such allocations and # whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. Such Incremental Facility shall become effective as of such Increased Amount Date; provided that # no Event of Default or Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Facility (except that, with respect to this clause (A), solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by providing such Incremental Facility, such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist), # both before and after giving effect to such Incremental Facility, each of the conditions set forth in [Section 5.02] shall be satisfied and all fees and expenses owing in respect of such increase to the Administrative Agent and have been paid (except, solely to the extent the proceeds of such Incremental Facility are being or will be used to finance a Limited Condition Transaction and if agreed to by providing such Incremental Facility, # with respect to [Section 5.02(a)], such Incremental Facility shall only be subject to customary “funds certain provisions” and # with respect to [Section 5.02(b)], such condition shall be that no Event of Default under [Section 9.01(a), (f) or (g)])])] hereunder shall exist); # any Incremental Facility provided by any New Incremental Lender shall be effected pursuant to one or more joinder agreement (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if applicable) and the Administrative Agent, each of which shall be recorded in the Register; and # the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

Incremental Loan. At any time on or after the Incremental Effective Date, but before the first anniversary of the Closing Date (on one occasion), the Borrower may, by prior written notice to the Agent in the form of a Borrowing Notice, request an additional Loan (the “Incremental Loan”) in an aggregate amount of principal and commitment not to exceed €300,000,000 (the “Incremental Commitment”). Such Borrowing Notice shall # set forth the amount of the Incremental Loan and the initial Interest Period therefor and # set forth the date on which such Incremental Loan is requested to become effective (which shall be not less than three Business Days nor more than sixty days after the date of such Incremental Loan notice (or such longer or shorter periods as the Agent shall agree in its sole discretion)).

Incremental Conditions. The following shall be conditions precedent to the effectiveness of any Incremental Loan: # each Lender agreeing to provide an Incremental Commitment (each such Lender, an “Incremental Lender”) shall have delivered to the Agent, by no later than 3:00 p.m. (London, England time) on the Incremental Effective Date, an appropriate Lender Assumption Agreement in substantially the form of Exhibit G hereto (a “Lender Assumption Agreement”), duly executed by such Incremental Lender and the Borrower, # no Default or Unmatured Default shall have occurred and be continuing immediately prior to and immediately after giving effect to the Incremental Loan, # the representations and warranties set forth in Article V shall be deemed to be made and shall be true and correct in all material respects (or in all respects if already qualified as to materiality) on and as of the effective date of such Incremental Loan (except to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects, or in all respects if already qualified as to materiality, as of such earlier date), # the Borrower shall be in pro forma compliance with the financial covenant in [Section 6.11] on the date of incurrence of the Incremental Loan and as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered, in each case after giving effect to such increase and # in the event the Incremental Commitment does not become effective on the Execution Date, the Agent shall have received (with copies for each Lender, including each such Incremental Lender) by no later than 3:00 p.m. (London, England time) on the applicable Incremental Effective Date a certificate of a Financial Officer, stating that the Board of Directors of the Borrower has adopted resolutions authorizing the Borrower to borrow money pursuant to this Agreement from time to time in an aggregate principal amount at any one time outstanding in an amount at least equal to the Aggregate Commitment, after giving effect to the pending Incremental Commitment, and that such resolutions remain in full force and effect and have not been modified or rescinded or attaching and certifying, if applicable, any amendments to such resolutions or supplemental borrowing resolutions. The Borrowing Notice delivered pursuant to [Section 2.4.1] shall constitute a representation and warranty by the Borrower that the conditions contained in the preceding clauses (b), (c), and (d), have been satisfied.

Incremental Terms. The terms of the Incremental Loan shall be the same as the initial Loan made hereunder in all respects.

No Lender shall be required to make the Incremental Loan except pursuant to a Lender Assumption Agreement signed by such Lender.

Incremental Amendments. Upon the execution and delivery of all documentation and satisfaction of all conditions required by this [Section 2.4] in connection with an Incremental Commitment (the date thereof, the “Incremental Effective Date”), this Agreement shall be deemed amended without further action by any party to reflect each Incremental Lender and its Incremental Commitment.

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