Common use of Incremental Term Commitments Clause in Contracts

Incremental Term Commitments. The Company may, by written notice to the Global Agent from time to time, request Incremental Term Commitments in an amount not to exceed the Maximum Incremental Amount from one or more Incremental Term Lenders, each of which must be (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Global Agent. Such notice shall set forth (x) the amount of the Incremental Term Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such Incremental Term Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Incremental Term Lender shall execute and deliver to the Global Agent an Incremental Joinder and such other customary documentation as the Global Agent shall reasonably specify to evidence such Incremental Term Commitment of each Incremental Term Lender. The terms and provisions of the Incremental Term Loans shall be identical to those of the Term Loans and the documentation with respect thereto shall be as determined between the Company and the relevant Incremental Term Lenders, in each case, except as otherwise set forth herein or in the applicable Incremental Joinder provided that to the extent such terms and documentation are not consistent with the Term Facility and not of the type described in the next sentence, such terms and documentation shall be reasonably satisfactory to the Global Agent. Unless otherwise consented to by the Required Lenders, (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the weighted average life to maturity of the Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the then outstanding Term Loans (and any then existing Incremental Term Loans), (iii) if the interest margin for any Incremental Term Loan is greater than the Applicable Margin for any Term Loans by more than 50 basis points, then the Applicable Margin for such Term Loans shall be increased to the extent necessary so that the interest margin for the Incremental Term Loans is not more than 50 basis points higher than the Applicable Margin for the Term Loans; provided, further, that in determining the interest margin applicable to the Term Loans and the Applicable Margin for the Incremental Term Loans, (x) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable by the Company for the account of the Term Lenders or the Incremental Term Lenders in the primary syndication thereof shall be included (with original issue discount being equated to interest based on an assumed four-year average life to maturity), (y) customary arrangement or commitment fees payable to the arrangers (or their affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded, and (z) if the Adjusted Eurodollar Rate floor or Base Rate floor for the Incremental Term Loans is greater than the Adjusted Eurodollar Rate floor or the Base Rate floor, respectively, for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to an increase in the Applicable Margin for purposes of this clause (iii), and (iv) any Incremental Term Loans shall rank pari passu in right of payment and pari passu with respect to security with the other Credit Facilities.

Incremental Term Commitments. The Company may(a) Subject to the provisions of Section 1.09 in respect of any Term Commitment Increase to finance a Limited Condition Acquisition, by written upon notice to the Global Agent Administrative Agent, the Borrower may from time to timetime after the Closing Date, request an increase in the aggregate principal amount of an existing Incremental Term Commitments in an amount not to exceed Facility (each a “Term Facility Increase”) and/or the Maximum Incremental Amount from addition of one or more new term loan facilities (each an “Incremental Term Lenders, Facility”) (each of which must be such request for a Term Facility Increase and/or an Incremental Term Facility being a “Term Commitment Increase”); provided that (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Global Agent. Such notice shall set forth (x) the amount of the Incremental such request for a Term Commitments being requested (which Commitment Increase shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or such lesser (unless otherwise agreed by the Administrative Agent) and (ii) the aggregate amount of Term Commitment Increases effected from time to time after the Closing Date (together with the amount of Revolving Credit Commitment Increases effected pursuant to Section 2.14) shall not exceed an amount equal to the remaining Maximum Incremental Amountsum of (x) and $175,000,000 plus (y) such additional amounts as would not cause the date Consolidated First Lien Secured Leverage Ratio as of the most recently completed Reference Period prior to the incurrence of such additional Indebtedness (or in the case of any additional Indebtedness the proceeds of which will finance a substantially concurrent Limited Condition Acquisition, the LCA Test Date) to exceed 2.75:1.00 on which a Pro Forma Basis after giving effect to any such incurrence (determined without giving effect to any amount incurred simultaneously under clause (x) but giving effect to the aggregate principal amount (whether drawn or undrawn) of all simultaneous Term Commitment Increases and Revolving Credit Commitment Increases not utilizing the amounts in clause (x) or in proviso (ii)(x) of Section 2.14(a) above); provided, that it is understood and agreed that amounts under clause (y) may be used prior to using any amounts available under clause (x). The Maturity Date for any Incremental Term Commitments are requested to become effective (which Facility shall not be less than ten (10) Business Days (or prior to the Maturity Date then in effect in respect of the Revolving Credit Facility or, if later, any prior Incremental Term Facility; provided, that any Indebtedness consisting of a customary bridge facility shall be deemed to satisfy this requirement so long as such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice)Indebtedness automatically converts into long-term Indebtedness which satisfies this sentence. The Company and each Incremental Term Lender shall execute and deliver to the Global Agent an Incremental Joinder and such other customary documentation as the Global Agent shall reasonably specify to evidence such Incremental Term Commitment of each Incremental Term Lender. The terms and provisions of the Incremental Term Loans shall be identical to those of the Term Loans and the documentation with in respect thereto shall be as determined between the Company and the relevant Incremental Term Lenders, in each case, except as otherwise set forth herein or in the applicable Incremental Joinder provided that to the extent such terms and documentation are not consistent with the Term Facility and not of the type described in the next sentence, such terms and documentation shall be reasonably satisfactory to the Global Agent. Unless otherwise consented to by the Required Lenders, (i) the final maturity date of any Incremental Term Loans Facility shall be no earlier not amortize more rapidly (determined on the basis of amortization as a percentage of the initial principal amount) than the Term Loan Maturity Date, (ii) the weighted average life to maturity quarterly installments of the any prior Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the then outstanding Term Loans (and any then existing Incremental Term Loans), (iii) if the interest margin for any Incremental Term Loan is greater than the Applicable Margin for any Term Loans by more than 50 basis points, then the Applicable Margin for such Term Loans shall be increased to the extent necessary so that the interest margin for the Incremental Term Loans is not more than 50 basis points higher than the Applicable Margin for the Term LoansFacility; provided, further, that in determining the interest margin applicable to the Term Loans and the Applicable Margin for the Incremental Term Loans, (x) original issue discount or upfront fees (which any Indebtedness consisting of a customary bridge facility shall be deemed to constitute like amounts of original issue discount) payable by the Company for the account of the Term Lenders or the Incremental Term Lenders in the primary syndication thereof shall be included (with original issue discount being equated to interest based on an assumed foursatisfy this requirement so long as such Indebtedness automatically converts into long-year average life to maturity), (y) customary arrangement or commitment fees payable to the arrangers (or their affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the term Indebtedness which satisfies this sentence. The Incremental Term Loans shall be excluded, and (z) if the Adjusted Eurodollar Rate floor or Base Rate floor for the Incremental Term Loans is greater than the Adjusted Eurodollar Rate floor or the Base Rate floor, respectively, for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to an increase in the Applicable Margin for purposes respect of this clause (iii), and (iv) any Incremental Term Loans Facility shall rank pari passu in right of payment and with the Loans, shall rank pari passu with respect to in right of security on the Collateral with the other Credit FacilitiesFacilities and shall be Guaranteed only by the Guarantors. Any Term Facility Increase shall be on the same terms and conditions (including maturity, amortization, interest rate and right of payment, guarantees and collateral) as the Incremental Term Facility so being increased.

Incremental Term Commitments. (a) The Company mayshall have the right in coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.15, by written notice but without requiring the consent of any of the Lenders, to the Global Agent request at any time and from time to timetime after the Restatement Effective Date, request that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders as provided below) satisfactory to the Administrative Agent (with such consent not to be unreasonably withheld) provide Incremental Term Commitments and, subject to the applicable terms and conditions contained in an amount not to exceed the Maximum this Agreement, make Incremental Amount from one or more Incremental Term LendersLoans pursuant thereto; provided, each of which must be however, that (i) no Lender shall be obligated to provide an existing LenderIncremental Term Commitment as a result of any such request by the Company, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Term Commitment and executed and delivered to the Administrative Agent an Incremental Term Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.15, such Lender shall not be obligated to fund any Incremental Loans, (ii) any Affiliate or Approved Fund Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental Term Commitment without the consent of any existing Lender or other Lender, (iii) at the time of the incurrence of any other banksIncremental Loans and immediately after giving effect thereto and the use of proceeds thereof, financial institutions and other institutional lenders reasonably acceptable determined on a pro forma basis, the Interest Coverage Ratio shall be greater than 2.00:1.00, (which acceptance iv) the aggregate principal amount of Incremental Loans that may be incurred under this Section 2.15 shall not be unreasonably withheld or delayedexceed the greater of (A) to $75,000,000 and (B) an aggregate principal amount such that, at the Global Agent. Such notice shall set forth (x) the amount time of the incurrence of any Incremental Term Commitments being requested (which Loans and immediately after giving effect thereto, determined on a pro forma basis, the Senior Secured Net Leverage Ratio for the most recently ended Test Period shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 2.00:1.00 or such lesser amount equal lower, (v) all Incremental Loans made pursuant to the remaining Maximum Incremental Amount) and (y) the date on which such Incremental Term Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Incremental Term Lender shall execute and deliver to the Global Agent an Incremental Joinder and such other customary documentation as the Global Agent shall reasonably specify to evidence such Incremental Term Commitment of each Incremental Term Lender. The terms (and provisions of the Incremental Term Loans all interest, fees and other amounts payable thereon) shall be identical to those of the Term Loans Obligations under this Agreement and the documentation with respect thereto other applicable Credit Documents and shall be as determined between the Company and the relevant Incremental Term Lenders, in each case, except as otherwise set forth herein or in the applicable Incremental Joinder provided that to the extent such terms and documentation are not consistent with the Term Facility and not of the type described in the next sentence, such terms and documentation shall be reasonably satisfactory to the Global Agent. Unless otherwise consented to secured by the Required LendersSecurity Documents, and guaranteed under the Subsidiary Guarantee, on a pari passu basis with all other Obligations secured by the Security Documents and guaranteed under the Subsidiaries Guarantee, (ivi) the final maturity date of any Incremental Term Loans shall not be no earlier than the Term Loan Final Maturity Date, (iivii) the weighted average life Weighted Average Life to maturity Maturity of the any such Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the then outstanding Term Loans (and any then existing Incremental Term Loans), (iii) if the interest margin for any Incremental Term Loan is greater than the Applicable Margin for any Term Loans by more than 50 basis points, then the Applicable Margin for such Term Loans shall be increased to the extent necessary so that the interest margin for the Incremental Term Loans is not more than 50 basis points higher than the Applicable Margin for the Term Loans; provided, further, that in determining the interest margin applicable to the Term Loans and the Applicable Margin for the Incremental Term Loans, (viii) in the event the initial yield on any Incremental Loan (as reasonably determined by the Administrative Agent to be equal to the sum of (x) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable by the Company for margin above the account of the Term Lenders or the Eurodollar Rate on such Incremental Term Lenders in the primary syndication thereof shall be included (with original issue discount being equated to interest based on an assumed four-year average life to maturity)Loan, (y) customary if such Incremental Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Borrower or any of its Subsidiaries for doing so (but excluding any arrangement or commitment fees payable not paid to the arrangers Lenders thereof generally) (the amount of such discount or their affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excludedfee, and (z) if the Adjusted Eurodollar Rate floor or Base Rate floor for the Incremental Term Loans is greater than the Adjusted Eurodollar Rate floor or the Base Rate floor, respectively, for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to an increase in the Applicable Margin for purposes of this clause (iii), and (iv) any Incremental Term Loans shall rank pari passu in right of payment and pari passu with respect to security with the other Credit Facilities.expressed

Incremental Term Commitments. The Company may(a) So long as no Default or Event of Default then exists or would result therefrom, by written notice the Borrower shall, in consultation with the Administrative Agent, have the right to request on one or more occasions on and after the Sixth Amendment Effective Date and prior to the Global Agent from time Incremental Term Commitment Termination Date that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Incremental B Term Commitments and/or Incremental C Term Commitments and, subject to the terms and conditions contained in this Agreement, make Incremental B Term Loans and/or Incremental C Term Loans pursuant thereto, as the case may be, it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental Term Commitment as a result of any such request by the Borrower, and until such time, request if any, as such Lender has agreed in its sole discretion to provide an Incremental Term Commitment and executed and delivered to the Administrative Agent an Incremental Term Loan Commitment Agreement as provided in clause (b) of this Section 1.14, such Lender shall not be obligated to fund any Incremental B Term Loans and/or Incremental C Term Loans, as the case may be, (ii) any Lender (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Incremental Term Commitment without the consent of any other Lender, (iii) each provision of Incremental Term Commitments pursuant to this Section 1.14 on a given date shall be in a minimum aggregate amount (for all Lenders (including in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Lenders)) of at least $30,000,000, (iv) the aggregate amount of all Incremental Term Commitments permitted to be provided pursuant to this Section 1.14 and the aggregate principal amount of all Incremental Term Loans permitted to be made pursuant to Sections 1.01(e) and (f) shall not, in either case, exceed $150,000,000, (v) the relevant Incremental Term Loan Commitment Agreements shall specifically set forth whether the Incremental Term Commitments in respect thereof shall constitute either Incremental B Term Commitments or Incremental C Term Commitments, (vi) the upfront fees payable in respect of the relevant Incremental Term Commitments, the applicable voluntary prepayment premiums (if any) payable in respect of the Incremental B Term Loans and/or Incremental C Term Loans and the interest rate margin applicable to the Incremental B Term Loans and/or Incremental C Term Loans shall be as set forth in the relevant Incremental Term Loan Commitment Agreement; PROVIDED that in no event shall the applicable interest rate margin set forth in any such Incremental Term Loan Commitment Agreement for any Incremental Term Loans exceed the Applicable Base Rate Margin or Applicable Eurodollar Margin (in each case, as in effect on the Sixth Amendment Effective Date) by more than 1.00%, (vii) if, within 10 Business Days after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Incremental Term Commitments pursuant to this Section 1.14 the Borrower has not received Incremental Term Commitments in an aggregate amount not equal to exceed the Maximum Incremental Amount from one or more that amount of Incremental Term LendersCommitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below), each then the Borrower may, with the consent of which must be (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable the Administrative Agent (which acceptance consent shall not be unreasonably withheld or delayed) ), request Incremental Term Commitments from Persons which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such deficiency (and with the fees to be paid to such Eligible Transferee to be no greater than that to be paid to the Global then existing Lenders providing Incremental Term Commitments), (viii) on each Incremental Term Borrowing Date, each of the Administrative Agent and each trustee for the Permitted Subordinated Debt shall have received an officer's certificate from the chief financial officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent. Such notice , which certificate shall set forth (I) contain a representation and warranty that (x) the amount Borrowing of Incremental B Term Loans and/or Incremental C Term Loans (and the incurrence of Liens by the Borrower and the Subsidiary Guarantors to secure such Obligations) do not conflict and are not inconsistent with and do not result in any breach or violation of, any of the Incremental Term Commitments being requested (which shall be in minimum increments terms, covenants, conditions or provisions of, or constitute a default under, any terms of $1,000,000 and a minimum amount of $25,000,000 any Permitted Subordinated Debt or such lesser amount equal to the remaining Maximum Incremental Amount) and documentation governing the same, (y) after giving effect to the date on which incurrence of such Loans, all of the Obligations constitute "Senior Debt" under the documentation governing the Permitted Subordinated Debt and (z) the respective Incremental Term Commitments Loans are requested being incurred under the documentation governing each incurrence of Permitted Subordinated Debt in reliance on the "Leverage Ratio" incurrence test referred to become effective therein and subclause (which shall II) below (and that the Borrower will not be less take a contrary position for any purpose), (II) certify that the Borrower is in compliance with a Leverage Ratio (as defined in the documentation governing the respective Permitted Subordinated Debt) of not greater than ten 7.0:1.0 (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Incremental Term Lender shall execute and deliver giving PRO FORMA effect to the Global Agent an Incremental Joinder and such other customary documentation as the Global Agent shall reasonably specify to evidence such Incremental Term Commitment of each Incremental Term Lender. The terms and provisions incurrence of the Incremental Term Loans shall to be identical to those incurred and as determined in accordance with the requirements of the Term Loans documentation governing the respective Permitted Subordinated Debt), (III) be accompanied by financial calculations in form and the documentation with respect thereto shall be as determined between the Company and the relevant Incremental Term Lenders, in each case, except as otherwise set forth herein or in the applicable Incremental Joinder provided that to the extent such terms and documentation are not consistent with the Term Facility and not of the type described in the next sentence, such terms and documentation shall be substance reasonably satisfactory to the Global Agent. Unless otherwise consented Administrative Agent establishing compliance with the Leverage Ratio referred to in preceding clause (II) and (IV) certify compliance with the requirements of the documentation governing all Permitted Subordinated Debt and all applicable covenants contained therein; and (ix) all actions taken by the Required Lenders, (i) the final maturity date of any Incremental Term Loans Borrower pursuant to this Section 1.14 shall be no earlier than the Term Loan Maturity Date, (ii) the weighted average life to maturity of the Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the then outstanding Term Loans (and any then existing Incremental Term Loans), (iii) if the interest margin for any Incremental Term Loan is greater than the Applicable Margin for any Term Loans by more than 50 basis points, then the Applicable Margin for such Term Loans shall be increased to the extent necessary so that the interest margin for the Incremental Term Loans is not more than 50 basis points higher than the Applicable Margin for the Term Loans; provided, further, that done in determining the interest margin applicable to the Term Loans and the Applicable Margin for the Incremental Term Loans, (x) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable by the Company for the account of the Term Lenders or the Incremental Term Lenders in the primary syndication thereof shall be included (with original issue discount being equated to interest based on an assumed four-year average life to maturity), (y) customary arrangement or commitment fees payable to the arrangers (or their affiliates) in connection coordination with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded, and (z) if the Adjusted Eurodollar Rate floor or Base Rate floor for the Incremental Term Loans is greater than the Adjusted Eurodollar Rate floor or the Base Rate floor, respectively, for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to an increase in the Applicable Margin for purposes of this clause (iii), and (iv) any Incremental Term Loans shall rank pari passu in right of payment and pari passu with respect to security with the other Credit FacilitiesAdministrative Agent.

Incremental Term Commitments. (a) The Company mayshall have the right in coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.15, by written notice but without requiring the consent of any of the Lenders, to the Global Agent request at any time and from time to timetime after the Effective Date, request that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders as provided below) satisfactory to the Administrative Agent (with such consent not to be unreasonably withheld) provide Incremental Term Commitments and, subject to the applicable terms and conditions contained in an amount not to exceed the Maximum this Agreement, make Incremental Amount from one or more Incremental Term LendersLoans pursuant thereto; provided, each of which must be however, that (i) no Lender shall be obligated to provide an existing LenderIncremental Term Commitment as a result of any such request by the Company, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Term Commitment and executed and delivered to the Administrative Agent an Incremental Term Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.15, such Lender shall not be obligated to fund any Incremental Loans, (ii) any Affiliate or Approved Fund Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental Term Commitment without the consent of any existing Lender or other Lender, (iii) at the time of the incurrence of any other banksIncremental Loans and immediately after giving effect thereto, financial institutions and other institutional lenders reasonably acceptable determined on a pro forma basis, the Interest Coverage Ratio shall be greater than 2.00:1.00; (which acceptance iv) the aggregate principal amount of Incremental Loans that may be incurred under this Section 2.15 shall not be unreasonably withheld or delayedexceed the greater of (A) to $75,000,000 and (B) an aggregate principal amount such that, at the Global Agent. Such notice shall set forth (x) the amount time of the incurrence of any Incremental Term Commitments being requested (which Loans and immediately after giving effect thereto, determined on a pro forma basis, the Senior Secured Leverage Ratio for the most recently ended Test Period shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 3.75:1.00 or such lesser amount equal lower, (v) all Incremental Loans made pursuant to the remaining Maximum Incremental Amount) and (y) the date on which such Incremental Term Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Incremental Term Lender shall execute and deliver to the Global Agent an Incremental Joinder and such other customary documentation as the Global Agent shall reasonably specify to evidence such Incremental Term Commitment of each Incremental Term Lender. The terms (and provisions of the Incremental Term Loans all interest, fees and other amounts payable thereon) shall be identical to those of the Term Loans Obligations under this Agreement and the documentation with respect thereto other applicable Credit Documents and shall be as determined between the Company and the relevant Incremental Term Lenders, in each case, except as otherwise set forth herein or in the applicable Incremental Joinder provided that to the extent such terms and documentation are not consistent with the Term Facility and not of the type described in the next sentence, such terms and documentation shall be reasonably satisfactory to the Global Agent. Unless otherwise consented to secured by the Required LendersSecurity Documents, and guaranteed under the Subsidiary Guarantee, on a pari passu basis with all other Obligations secured by the Security Documents and guaranteed under the Subsidiaries Guarantee, (ivi) the final maturity date of any Incremental Term Loans shall not be no earlier than the Term Loan Final Maturity Date, (iivii) the weighted average life Weighted Average Life to maturity Maturity of the any such Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the then outstanding Term Loans (and any then existing Incremental Term Loans), (iiiviii) if in the interest event the applicable margin for any on the Incremental Term Loan is greater than Loans exceeds the Applicable Margin for any Term on the existing Loans by more than 50 basis points, then the Applicable Margin for such Term of the existing Loans shall be automatically increased to the extent necessary so such that the interest difference between the applicable margin for on the Incremental Term Loans is shall not exceed the Applicable Margin on the existing Loans by more than 50 basis points higher than the Applicable Margin for the Term Loanspoints; provided, further, provided that in determining the interest margin applicable event that any upfront fee payable to the Term Loans and the Applicable Margin for the Incremental Term Loans, (x) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable by the Company for the account of the Term Lenders or the Incremental Term Lenders in the primary syndication thereof shall be included (with original issue discount being equated to interest based on an assumed four-year average life to maturity), (y) customary arrangement or commitment fees payable to the arrangers (or their affiliates) Lender in connection with the Incremental Loans exceeds an amount equal to 50 basis points on such Incremental Term Loans or Lender’s additional commitment, the Company will pay existing Lenders that are not providing an additional commitment an amount equal to one or more arrangers (or their affiliates) the number of basis points by which the fee payable to the Incremental Term Lender exceeds 50 basis points multiplied by the commitment of each existing Lender not providing an additional commitment (it being understood that if the Incremental Loans are sold at a discount, such discount shall be excluded, and (z) if the Adjusted Eurodollar Rate floor or Base Rate floor for the Incremental Term Loans is greater than the Adjusted Eurodollar Rate floor or the Base Rate floor, respectively, for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to treated as an increase in the Applicable Margin for purposes of this clause (iiiupfront fee), and (ivix) any except as provided in clauses (vi)-(viii) above, the terms applicable to such Incremental Loans (including the interest rates applicable thereto) shall be as set forth in the respective Incremental Term Loans shall rank pari passu in right of payment and pari passu with respect to security with the other Credit FacilitiesCommitment Agreement.

Incremental Term Commitments. The Company may(a) So long as the Incremental Commitment Request Requirements are satisfied at the time of the delivery of the request referred to below, by written notice IPG (US) shall have the right, in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.06 and with the consent of the Administrative Agent, but without requiring the consent of any of the Lenders, to request at any time after the Initial Borrowing Date and prior to the Global Agent from time date which is 12 months prior to timethe Revolving Credit Maturity Date, request that one or more Lenders (and/or one or more other Persons which will become Lenders) provide Incremental Term Commitments to IPG (US) and, subject to the terms and conditions contained in an amount not this Agreement and in the respective Incremental Term Commitment Agreement, make Incremental Term Loans pursuant thereto to exceed IPG (US); it being understood and agreed, however, that (i) after the Maximum Incremental Amount from first occasion on which one or more Lenders have provided Incremental Term LendersCommitments to IPG (US) as contemplated by this Section 2.06 and IPG (US) has incurred Incremental Term Loans pursuant thereto, each of which must no additional Incremental Term Commitments shall be (i) an existing Lenderprovided pursuant to this Section 2.06, (ii) any Affiliate or Approved Fund no Lender shall be obligated to provide an Incremental Term Commitment as a result of any existing such request by IPG (US), and until such time, if any, as such Lender or has agreed in its sole discretion to provide an Incremental Term Commitment and executed and delivered to the Administrative Agent an Incremental Term Commitment Agreement as provided in clause (b) of this Section 2.06, such Lender shall not be obligated to fund any Incremental Term Loans, (iii) any Lender (including any Person who will become a Lender) may so provide an Incremental Term Commitment without the consent of any other banksLender, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not be unreasonably withheld or delayediv) to the Global Agent. Such notice shall set forth (x) the amount of the Incremental Term Commitments being requested shall be made available to IPG (which US) and shall be denominated in Dollars, (v) the Incremental Term Commitments shall be in a minimum increments aggregate amount for all Lenders which provide an Incremental Term Commitment (including Persons who will become Lenders) of at least (I) $25,000,000 and in integral multiples of $5,000,000 in excess thereof, in the case of Incremental Term Loans to be made pursuant to a new Class consisting of Incremental Term Loans and (II) $5,000,000 and in integral multiples of $1,000,000 in excess thereof, in the case of Incremental Term Loans to be made pursuant to (and to constitute a minimum part of) the outstanding Class of Term B Loans as contemplated by the proviso in the first sentence of Section 2.06(c) below, (vi) the aggregate amount of $25,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such all Incremental Term Commitments are requested provided pursuant to become effective (which this Section 2.06, when combined with the aggregate amount of all Incremental U.S. Revolving Credit Commitments provided pursuant to Section 2.07, shall not exceed $50,000,000, (vii) the up-front fees and, if applicable, any unutilized commitment fees and/or other fees, payable in respect of each Incremental Term Commitment shall be less than ten (10) Business Days (or such shorter period as separately agreed to by the Revolver AgentIPG (US) nor more than sixty (60) days after the date of such notice). The Company and each Incremental Term Lender shall execute (and deliver with all such fees to be disclosed by IPG (US) to the Global Agent an Incremental Joinder and such other customary documentation Administrative Agent), (viii) if incurred as the Global Agent shall reasonably specify to evidence such a new Class of Incremental Term Commitment of each Incremental Term Lender. The terms and provisions of the Loans, such Incremental Term Loans shall be identical subject to those of the Term Loans and the documentation with respect thereto shall be as determined between the Company and the relevant Incremental Term Lenders, in each case, except as otherwise set forth herein or in the applicable Incremental Joinder provided that to the extent such terms and documentation are not consistent with the Term Facility and not of the type described in the next sentence, such terms and documentation shall conditions as may be reasonably satisfactory to the Global Agent. Unless otherwise consented agreed to by IPG (US) and the Required LendersAdministrative Agent, (i) the final maturity date provided that such Class of any Incremental Term Loans shall be no earlier than subject to the same terms and conditions as the Term B Loans, except that the Applicable Rate for such Class of Incremental Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (amortized over the life of such Incremental Term Loans) payable to all Lenders providing such Incremental Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Class of Incremental Term Loans) determined as of the initial funding date for such Class of Incremental Term Loans may exceed the Applicable Rate then applicable to Term B Loans (determined on the same basis as provided in the preceding parenthetical) only if the Applicable Rate for Term B Loans is increased to the Applicable Increased Term B Loan Maturity DateRate, (iiix) the weighted average life to maturity proceeds of the all Incremental Term Loans shall be no shorter than used only for the Weighted Average Life to Maturity purposes permitted by Section 5.13, (x) the Incremental Term Commitment Agreement shall designate whether the Incremental Term Commitments are being provided as a new Class or as part of the then outstanding existing Class of Term B Loans, provided that such Incremental Term Commitments shall not be provided as part of the existing Class of Term B Loans unless the requirements of Section 2.06(c) are satisfied, (xi) all Incremental Term Loans (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Loan Documents and shall be secured by the relevant Security Documents, and guaranteed under each relevant Guarantee Agreement, on a pari passu basis with all other Obligations secured by each such Security Document and guaranteed under each such Guarantee Agreement, and (xii) each Lender (including any then existing Person who will become a Lender) agreeing to provide an Incremental Term Loans), (iii) if the interest margin for any Commitment pursuant to an Incremental Term Loan is greater than the Applicable Margin for any Term Loans by more than 50 basis pointsCommitment Agreement shall, then the Applicable Margin for such Term Loans shall be increased subject to the extent necessary so that satisfaction of the interest margin for the relevant conditions set forth in this Agreement, make Incremental Term Loans is not more than 50 basis points higher than the Applicable Margin for the Term Loans; provided, further, that as provided in determining the interest margin applicable to the Term Section 2.01 and such Loans and the Applicable Margin for the Incremental Term Loans, (x) original issue discount or upfront fees (which shall thereafter be deemed to constitute like amounts of original issue discount) payable by the Company for the account of the Term Lenders or the Incremental Term Lenders in the primary syndication thereof shall be included (with original issue discount being equated to interest based on an assumed four-year average life to maturity), (y) customary arrangement or commitment fees payable to the arrangers (or their affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded, and (z) if the Adjusted Eurodollar Rate floor or Base Rate floor for the Incremental Term Loans is greater than the Adjusted Eurodollar Rate floor or the Base Rate floor, respectively, for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to an increase in the Applicable Margin for all purposes of this clause (iii), Agreement and (iv) any Incremental Term Loans shall rank pari passu in right of payment and pari passu with respect to security with the other Credit Facilitiesapplicable Loan Documents.

Incremental Term Commitments. The Company may, by written notice to Upon the Global Agent from time to time, request Incremental Term Commitments in an amount not to exceed the Maximum Incremental Amount from one or more Incremental Term Lenders, each of which must be (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Global Agent. Such notice shall set forth (x) the amount of the Incremental Term Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or such lesser amount equal to the remaining Maximum Incremental Amount) and (y) the date on which such Incremental Term Commitments are requested to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Incremental Term Lender shall execute and deliver to the Global Agent an Incremental Joinder and such other customary documentation as the Global Agent shall reasonably specify to evidence such Incremental Term Commitment of each Incremental Term Lender. The terms and provisions of the Incremental Term Loans shall be identical to those of the Term Loans and the documentation with respect thereto shall be as determined between the Company and the relevant Incremental Term Lenders, in each case, except as otherwise set forth herein or in the applicable Incremental Joinder provided that to the extent such terms and documentation are not consistent with the Term Facility and not of the type described in the next sentence, such terms and documentation shall be reasonably satisfactory to the Global Agent. Unless otherwise consented to by the Required Lenders, Effective Date (i) the final maturity date of any Incremental Term Loans Commitment shall be no earlier than provided by the Incremental Lenders (with allocations of commitments to the Incremental Term Loan Maturity DateCommitment to be determined by the Administrative Agent in consultation with the Borrowers), (ii) the weighted average life to maturity gross proceeds of the Incremental Term Loans shall be no shorter than the Weighted Average Life Commitment allocated to Maturity Incremental Lenders converting all or a portion of the then outstanding their Initial Term Loans (and any then existing to Term B-1 Loans pursuant to the Incremental Term Loans)Commitment shall first be applied (whether by cashless roll or cash settlement, as elected by each applicable Incremental Lender) dollar-for-dollar to reduce the Initial Term Loans of such Incremental Lender, and (iii) if the interest margin for any Term B-1 Loans of each Incremental Lender shall be the amount set forth opposite such Incremental Lender’s name on Annex I hereto. In connection with the Incremental Term Loan is greater than Commitment and the Applicable Margin for any prepayment (whether by cashless roll or cash settlement) of the Initial Term Loans by more than 50 basis pointsto occur on the Effective Date in connection with this Amendment, then the Applicable Margin for Administrative Agent may make such adjustments between and among the applicable Incremental Lenders as are reasonably necessary to effectuate such Incremental Term Loans shall be increased to Commitment and the extent necessary related uses thereof, so that the interest margin outstanding Term B-1 Loans are as set forth on Annex I hereto as of the Effective Date. In connection therewith, the prepayment of the Initial Term Loans on the Effective Date as provided herein, the Borrowers shall pay any additional amounts required pursuant to Section 3.05 of the Credit Agreement only to any Term Lender who will not be an Incremental Lender, and each Incremental Lender hereby waives any requirement for the Incremental Term Loans is not more than 50 basis points higher than the Applicable Margin for the Term Loans; provided, further, that in determining the interest margin applicable payment of any such amount to the Term Loans and the Applicable Margin for the Incremental Term Loans, (x) original issue discount or upfront fees (which shall be deemed it pursuant to constitute like amounts of original issue discount) payable by the Company for the account Section 3.05 of the Term Lenders or the Incremental Term Lenders in the primary syndication thereof shall be included (with original issue discount being equated to interest based on an assumed four-year average life to maturity), (y) customary arrangement or commitment fees payable to the arrangers (or their affiliates) Credit Agreement in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded, and (z) if the Adjusted Eurodollar Rate floor or Base Rate floor for the Incremental Term Loans is greater than the Adjusted Eurodollar Rate floor or the Base Rate floor, respectively, for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to an increase in the Applicable Margin for purposes of this clause (iii), and (iv) any Incremental Term Loans shall rank pari passu in right of payment and pari passu with respect to security with the other Credit Facilitiestransactions contemplated hereby.

Incremental Term Commitments. (a) The Company mayshall have the right in coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.15, by written notice but without requiring the consent of any of the Lenders, to the Global Agent request at any time and from time to timetime after the Restatement EffectiveClosing Date, request that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders as provided below) satisfactory to the Administrative Agent (with such consent not to be unreasonably withheld) provide Incremental Term Commitments and, subject to the applicable terms and conditions contained in an amount not to exceed the Maximum this Agreement, make Incremental Amount from one or more Incremental Term LendersLoans pursuant thereto; provided, each of which must be however, that (i) no Lender shall be obligated to provide an existing LenderIncremental Term Commitment as a result of any such request by the Company, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Term Commitment and executed and delivered to the Administrative Agent an Incremental Term Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.15, such Lender shall not be obligated to fund any Incremental Loans, (ii) any Affiliate or Approved Fund Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental Term Commitment without the consent of any existing Lender or other Lender, (iii) at the time of the incurrence of any other banksIncremental Loans and immediately after giving effect thereto and the use of proceeds thereof, financial institutions and other institutional lenders reasonably acceptable determined on a pro forma basis, the Interest Coverage Ratio shall be greater than 2.00:1.00,[reserved], (which acceptance iv) the aggregate principal amount of Incremental Loans that may be incurred under this Section 2.15 shall not be unreasonably withheld or delayedexceed the greater of (A) to the Global Agent. Such notice shall set forth $75,000,000(1) $85,000,000 minus (x2) the aggregate outstanding principal amount of the all Incremental Loans, Incremental Term Commitments being requested and Incremental Equivalent Debt incurred or issued in reliance on this clause (which shall be in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or such lesser amount equal to the remaining Maximum Incremental AmountA) and (yB) an aggregate principal amount such that, at the date time of the incurrence of any Incremental Loans and immediately after giving effect thereto, determined on which such a pro forma basis, the Senior Secured Net Leverage Ratio for the most recently ended Test Period shall be 2.00:1.00 or lower,not exceed 4.00:1.00, (v) all Incremental Term Commitments are requested Loans made pursuant to become effective (which shall not be less than ten (10) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each Incremental Term Lender shall execute and deliver to the Global Agent an Incremental Joinder and such other customary documentation as the Global Agent shall reasonably specify to evidence such Incremental Term Commitment of each Incremental Term Lender. The terms (and provisions of the Incremental Term Loans all interest, fees and other amounts payable thereon) shall be identical to those of the Term Loans Obligations under this Agreement and the documentation with respect thereto other applicable Credit Documents and shall be as determined between the Company and the relevant Incremental Term Lenders, in each case, except as otherwise set forth herein or in the applicable Incremental Joinder provided that to the extent such terms and documentation are not consistent with the Term Facility and not of the type described in the next sentence, such terms and documentation shall be reasonably satisfactory to the Global Agent. Unless otherwise consented to secured by the Required LendersSecurity Documents, and guaranteed under the Subsidiary Guarantee, on a pari passu basis with all other Obligations secured by the Security Documents and guaranteed under the Subsidiaries Guarantee, (ivi) the final maturity date of any Incremental Term Loans shall not be no earlier than the Term Loan Final Maturity Date, (iivii) the weighted average life Weighted Average Life to maturity Maturity of the any such Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the then outstanding Term existing Loans, (viii) in the event the initial yield on any Incremental Loan (as reasonably determined by the Administrative Agent to be equal to the sum of (x) the margin above the Eurodollar Rate on such Incremental Loan, (y) if such Incremental Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from the Company or any of its Subsidiaries for doing so (and but excluding any then existing arrangement or commitment fees not paid to the Lenders thereof generally) (the amount of such discount or fee, expressed as a percentage of the Incremental Term Loans, being referred to herein as “OID”), the amount of such OID (iiibased on an assumed four year weighted average life) if and (z) any minimum Eurodollar rate applicable to any such Incremental Loans, ) (the interest margin for any “Incremental Term Loan is greater than Yield”) exceeds the Applicable Margin for any Term initial yield on the existing Loans by more than 50 basis pointspoints (taking into account the same factors in making the determination of the yield on the Incremental Loans and assuming a weighted average life of four years; the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for such Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Loans; (ix) (A) any amortization payments in respect of Incremental Loans shall be increased to the extent necessary so that the interest margin for the Incremental Term Loans is not no more than 50 basis points higher than ratable with amortization payments in respect of the Applicable Margin for the Term Loans; provided, further, that in determining the interest margin applicable to the Term existing Loans and (B) any Incremental Loans shall otherwise be no more than pari passu with the Applicable Margin for the Incremental Term Loansexisting Loans with respect to mandatory prepayments and other prepayment rights, and (x) original issue discount or upfront fees except as provided in clauses (which vi)-(ix) above, the terms applicable to such Incremental Loans (including the interest rates applicable thereto) shall be deemed reasonably satisfactory to constitute like amounts of original issue discount) payable by the Company for Administrative Agent and as set forth in the account of the Term Lenders or the respective Incremental Term Lenders in the primary syndication thereof shall be included (with original issue discount being equated to interest based on an assumed four-year average life to maturity), (y) customary arrangement or commitment fees payable to the arrangers (or their affiliates) in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded, and (z) if the Adjusted Eurodollar Rate floor or Base Rate floor for the Incremental Term Loans is greater than the Adjusted Eurodollar Rate floor or the Base Rate floor, respectively, for the existing Term Loans, the difference between such floor for the Incremental Term Loans and the existing Term Loans shall be equated to an increase in the Applicable Margin for purposes of this clause (iii), and (iv) any Incremental Term Loans shall rank pari passu in right of payment and pari passu with respect to security with the other Credit FacilitiesCommitment Agreement.