“Incremental Equivalent Debt” means Incremental Equivalent First Lien Debt, Incremental Equivalent Junior Lien Debt and/or Incremental Equivalent Unsecured Debt.

in the case of any Permitted Refinancing in respect of any Incremental Equivalent Debt, such Permitted Refinancing shall be subject to the terms of [clause (c)] of the definition of “Incremental Equivalent Debt” as if such Permitted Refinancing were also Incremental Equivalent Debt.

if such Incremental Equivalent Debt is in the form of term loans and is Pari Passu Lien Debt, then the provisions of Section 2.16(h) shall apply as if such Incremental Equivalent Debt was Incremental Term Loans.

Incremental Equivalent Debt and any Permitted Refinancing Indebtedness in respect thereof; provided that it shall be a condition precedent to the effectiveness of any Incremental Equivalent Debt that # after giving effect thereto, the Incremental Amount does not exceed the Incremental Cap, and # no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Incremental Equivalent Debt;

with respect to any Incremental Facility or Incremental Equivalent Debt to be incurred as Junior Lien Debt, either:

“MFN Adjustment Excluded Indebtedness” means # Incremental Term Loans or Incremental Equivalent Debt that are customary bridge loans and/or term A loans, and # solely with respect to 2021 Incremental Term Loans, Incremental Term Loans or Incremental Equivalent Debt that are incurred in connection with a Permitted Acquisition or other permitted Investment.

Indebtedness constituting Incremental Equivalent Debt.

“Incremental Maturity Carveout Amount” means up to the greater of # $225,000,000 and # 50% of Consolidated EBITDA for the Test Period then last ended of Incremental Term Loans and/or Incremental Equivalent Debt (less the aggregate principal amount of Second Lien Incremental Facilities and Second Lien Incremental Equivalent Debt that is designated under the definition of “Incremental Maturity Carveout Amount” as defined in the Second Lien Credit Agreement).

At any time, but not more than one (1) time in the case of raising commitments for incremental term loans and not more than five (5) times during the term of this Agreement in the case of an increase to the Aggregate Revolving Loan Commitment (unless, in either case, the Administrative Agent agrees to an additional number in its sole discretion), and subject to the terms and conditions of this [Section 2.23], the Company may request # to raise commitments for incremental term loans in order to accommodate an incremental single-draw tranche of Term Loans (the “Incremental Term Loans”, and the term loan commitments relating thereto, the “Incremental Term Loan Commitments”) and/or # an increase in the Aggregate Revolving Loan Commitment in order to accommodate additional Revolving Loans (the “Incremental Revolving Loans”, and the Revolving Loan Commitments relating thereto, the “Incremental Revolving Loan Commitments”) (any such increase being referred to herein as a “Commitment Increase”) without the consent of any Lender not providing such Incremental Term Loan Commitments or Incremental Revolving Loan Commitments, as the case may be; provided that, the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Loan Commitments effected during the term of this Agreement shall not exceed $100,000,000.

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.

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 Lenders. Incremental Revolving Facility Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide any Incremental Revolving Facility Increase), or any Additional Lender (collectively, the “Incremental Lenders”); provided that the Administrative Agent, each Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to any Additional Lender’s provision of such Incremental Revolving Facility Increase if such consent by the Administrative Agent or such Swingline Lender would be required under Section 10.04 for an assignment of Commitments or Loans to such Additional Lender.

Dividend Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may be granted hereunder to any grantee as a component of an Award, including a Restricted Stock Unit Award, or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the applicable Award Certificate. Unless provided by the Administrator, dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Unless otherwise provided in the Award Certificate or by the Administrator, any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments. Notwithstanding anything to the contrary, a Dividend Equivalent Right granted as a component of an Award under this Plan shall provide that such Dividend Equivalent Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award.

Dividend Equivalent Units. From and after the Grant Date and until the earlier of # the time when the Award Opportunity is paid in accordance with Section 6 hereof or # the time when your right to payment of the Award Opportunity is forfeited in accordance with Section 7 hereof, on the date that the Company pays a cash dividend (if any) to holders of shares of Common Stock generally, you shall be credited with a number of additional Target Shares (the “Dividend Equivalent Units”) determined by dividing the aggregate amount of the cash dividend that would be payable on such date to a holder of a number of shares of Common Stock equal to the number of your unpaid Target Shares by the closing price per share of the Company’s Common Stock on the New York Stock Exchange on the last trading day preceding the dividend payment date. Any such Dividend Equivalent Units will be considered Target Shares for purposes of these Terms and Conditions and will be subject to all of the terms, conditions and restrictions set forth herein.