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. (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), (iiiviii) 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 interest margin 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 fees not paid to the Lenders thereof generally) (the amount of such discount or fee, expressed (A) any amortization payments in respect of 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 no more than ratable with amortization payments in respect of the existing Loans and (B) any Incremental Loans shall otherwise be no more than pari passu with the existing Loans with respect to mandatory prepayments and other prepayment rights, and (x) except as provided in clauses (vi)-(ix) above, the terms applicable to such Incremental Loans (including the interest rates applicable thereto) shall be reasonably satisfactory to the extent necessary so that Administrative Agent and as set forth in the interest margin for the respective Incremental Term Commitment Agreement. (b) At the time of the provision of Incremental Term Commitments pursuant to this Section 2.15, the Company, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental Term Commitment (each, an “Incremental Term Lender”) shall execute and deliver to the Administrative Agent an Incremental Term Commitment Agreement, with the effectiveness of such Incremental Term Lender’s Incremental Term Commitment to occur (and with the respective Incremental Loans is not more than 50 basis points higher to be made) on the date set forth in such Incremental Term Commitment Agreement, which date in any event shall be no earlier than the Applicable Margin for date on which (w) all fees required to be paid in connection therewith at the Term Loans; providedtime of such effectiveness shall have been paid (including, furtherwithout limitation, that in determining the interest margin applicable to the Term Loans and the Applicable Margin for the Incremental Term Loansany agreed upon upfront or arrangement fees), (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 all 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)Commitment Requirements are satisfied, (y) customary arrangement or commitment fees payable to the arrangers (or their affiliates) all other conditions set forth in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans this Section 2.15 shall be excludedhave been satisfied, and (z) if the Adjusted Eurodollar Rate floor or Base Rate floor for the all other conditions precedent that may be set forth in such Incremental Term Loans is greater than Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the Adjusted Eurodollar Rate floor or the Base Rate floor, respectively, for the existing Term Loans, the difference between such floor for the effectiveness of each Incremental Term Loans Commitment Agreement and to the existing Term Loans shall be equated to an increase in the Applicable Margin for purposes of this clause (iii), and (iv) extent requested by any Incremental Term Loans shall rank pari passu Lender, a Note will be issued, at the Company’s expense, to such Incremental Term Lender in right of payment and pari passu with respect to security conformity with the other Credit Facilitiesrequirements of Section 2.05.

Incremental Term Commitments. The Company mayAfter the date when (i) Term Advances (whether or not outstanding) are in an aggregate principal amount of greater than or equal to [__________]*or (ii) (x) Incremental Term Advances under the immediately preceding Series of Incremental Term Commitments made hereunder (whether or not outstanding) are in an aggregate principal amount of greater than or equal to [__________]*and (y) [__________]*or less of Incremental Term Commitments remain unfunded under such Series, the Borrower may by written notice to the Global Agent from time Administrative Agent, elect to timerequest the establishment of one or more series (each, request a “Series”) of incremental term commitments (the “Incremental Term Commitments”), in an aggregate principal amount for all Series of Incremental Term Commitments in an amount not to exceed [__________]*in the Maximum aggregate and not less than [__________]*individually for any Series. Upon receipt of any such notice, the Administrative Agent shall, subject to the other provisions of this section, consider arranging for a syndicate of lenders to provide the Incremental Amount Term Commitments for such new Series, which syndicate may consist of existing Lenders or any other Persons that are Eligible Assignees (each, an “Incremental Term Lender”); provided that any Lender approached to provide all or a portion of the Incremental Term Commitments may elect or decline, in its sole and absolute discretion, to provide an additional Incremental Term Commitment; and, provided further that the establishment of any Series of Incremental Term Commitment will be at the sole and absolute discretion of the Administrative Agent. The Administrative Agent shall respond to any request for an Incremental Term Commitment within [__________]* from the date of such request by the Borrower and shall notify the Borrower whether or not an additional Series of the Incremental Term Commitment will be established; provided that the Borrower’s request to establish such additional Series will be deemed withheld if the Administrative Agent does not respond to such request within [__________]* from the date of such request. If the Administrative Agent agrees to establish an additional Series of Incremental Term Commitments and one or more Incremental Term LendersLenders notify the Administrative Agent of their decision to provide such additional Incremental Term Commitments, each the Administrative Agent shall, if it has approved the establishment of such Incremental Term Commitment, provide written notice to the Borrower and such Incremental Term Lender(s) of the date on which must the Incremental Term Commitment of such Series shall be effective, which date shall be within [__________]* of the date of such written notice to the Borrower. Such Incremental Term Commitments of such Series shall become effective as of such date; provided that: (a) no Default or Event of Default shall have occurred and be continuing on such date or would result from the effectiveness or funding of such additional Series of Incremental Term Commitments; (b) prior to any Borrowing under (i) an the first Series of Incremental Term Commitments established hereunder, the existing Lender, Term Commitments shall be fully funded and (ii) any Affiliate or Approved Fund subsequent Incremental Term Commitments, any then existing Series of any existing Lender or Incremental Term Commitments shall be fully funded; (iiic) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance Incremental Term Advances made pursuant to an Incremental Term Commitment on any Borrowing Date shall not be unreasonably withheld or delayed) made pursuant to the Global Agent. Such notice shall set forth (x) the amount applicable Series 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 all purposes of this clause Agreement; provided that all Advances (iii), including any Term Advances and (iv) any other Incremental Term Loans Advances) shall rank pari passu in right of payment and pari passu as to benefits of Collateral; (d) the making of any Series of Incremental Term Advances shall be conditioned on satisfaction of each of the conditions precedent set forth in Section 3.3; (e) the Incremental Term Commitments shall be established pursuant to one or more joinder agreements in form and substance satisfactory to the Administrative Agent (each such agreement, a “Joinder Agreement”) and executed and delivered by the Borrower and the Administrative Agent; and *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (f) the Borrower shall deliver or cause to be delivered any legal opinions (related to basic corporate and enforceability matters with respect to security the Joinder Agreement) or other documents reasonably requested by the Administrative Agent in connection with the other Credit Facilitiesany such transaction.

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 terms, covenants, conditions or provisions of, or constitute a default under, any terms of any Permitted Subordinated Debt or the documentation governing the same, (y) after giving effect to the 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 Loans are being incurred under the documentation governing each incurrence of Permitted Subordinated Debt in reliance on the "Leverage Ratio" incurrence test referred to therein and subclause (II) below (and that the Borrower will not 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 7.0:1.0 (after giving PRO FORMA effect to the incurrence of the Incremental Term Commitments being requested Loans to be incurred and as determined in accordance with the requirements of the documentation governing the respective Permitted Subordinated Debt), (which shall III) be accompanied by financial calculations in minimum increments of $1,000,000 form and a minimum amount of $25,000,000 or such lesser amount equal substance reasonably satisfactory to the remaining Maximum Incremental AmountAdministrative Agent establishing compliance with the Leverage Ratio referred to in preceding clause (II) and (yIV) certify compliance with the date on which such requirements of the documentation governing all Permitted Subordinated Debt and all applicable covenants contained therein; and (ix) all actions taken by the Borrower pursuant to this Section 1.14 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Incremental Term Commitments are requested pursuant to become effective this Section 1.14, (which shall not be less than ten (10i) Business Days (or such shorter period as agreed to by the Revolver Agent) nor more than sixty (60) days after Borrower, the date of such notice). The Company Administrative Agent and each such Lender or other Eligible Transferee (each, an "Incremental Term Lender Lender") which agrees to provide an Incremental Term Commitment shall execute and deliver to the Global Administrative Agent an Incremental Joinder Term Loan Commitment Agreement substantially in the form of Exhibit L (appropriately completed), with the effectiveness of such Incremental Term Lender's Incremental Term Commitment to occur upon delivery of such Incremental Term Loan Commitment Agreement to the Administrative Agent and the payment of any fees (including, without limitation, any fees payable pursuant to clause (ii) below) required in connection therewith, (ii) the Administrative Agent shall receive from the Borrower (or, to the extent agreed to by the Borrower and the respective Incremental Term Lender, from such respective Incremental Term Lender) the payment of a non-refundable fee of $3,500 for each Eligible Transferee which becomes a Lender pursuant to this Section 1.14 and (iii) the Borrower shall deliver to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Date pursuant to Section 4.01(b) as may be reasonably requested by the Administrative Agent, and such other customary documentation matters as the Global Administrative Agent may reasonably request (including an opinion as to no conflict with all Permitted Subordinated Debt and the documentation governing the same). The Administrative Agent shall reasonably specify promptly notify each Lender as to evidence such Incremental Term Commitment the effectiveness of each Incremental Term Lender. The terms Loan Commitment Agreement, and provisions of (i) at such time Annex I shall be deemed modified to reflect the Incremental B Term Loans shall be identical Commitments and/or Incremental C Term Commitments, as the case may be, of such Incremental Term Lenders and (ii) to those of the Term Loans and the documentation with respect thereto shall be as determined between the Company and the relevant extent requested by such Incremental Term Lenders, B Term Notes and/or C Term Notes-Floating Rate will be issued, at the Borrower's expense, to such Incremental Term Lenders, to be in each case, except as otherwise set forth herein or in conformity with the applicable Incremental Joinder provided that requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the new Incremental Term Loans made by such terms Incremental Term Lenders. (c) In connection with each incurrence of Incremental B Term Loans pursuant to Section 1.01(e) or Incremental C Term Loans pursuant to Section 1.01(f), the Lenders and documentation the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the Borrower and the Administrative Agent may take all such actions as may be necessary to ensure that all Lenders with outstanding B Term Loans and C Term Loans-Floating Rate, as the case may be, continue to participate in each Borrowing of outstanding B Term Loans and C Term Loans-Floating Rate (after giving effect to the incurrence of Incremental B Term Loans or Incremental C Term Loans pursuant to Section 1.01(e) or (f), as the case may be) on a PRO RATA basis, including by adding the Incremental B Term Loans or the Incremental C Term Loans to be so incurred to the then outstanding Borrowings of B Term Loans or C Term Loans-Floating Rate, as the case may be, on a PRO RATA basis even though as a result thereof such new Incremental B Term Loan or Incremental C Term Loan, as the case may be (to the extent required to be maintained as Eurodollar Loans), may effectively have a shorter Interest Period than the then outstanding Borrowings of B Term Loans or C Term Loans-Floating Rate, as the case may be, and it is hereby agreed that (x) to the extent any then outstanding Borrowings of B Term Loans or C Term Loans-Floating Rate that are not consistent with the Term Facility and not maintained as Eurodollar Loans are affected as a result thereof, any costs of the type described in the next sentence, Section 1.11 incurred by such terms and documentation Lenders in connection therewith shall be reasonably satisfactory for the account of the Borrower or (y) to the Global Agent. Unless otherwise consented to by extent the Required Lenders, (i) the final maturity date of any Incremental B Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the weighted average life to maturity of the and Incremental C Term Loans shall to be no shorter than the Weighted Average Life so incurred are added to Maturity of the then outstanding Borrowings of B Term Loans (and any then existing Incremental or C Term Loans)-Floating Rate, (iii) if as the interest margin for any case may be, which are maintained as Eurodollar Loans, the Lenders that have made such additional Incremental Term Loan is greater than the Applicable Margin for any B Term Loans by more than 50 basis pointsor Incremental C Term Loans, as the case may be, shall be entitled to receive an effective interest rate on such additional Incremental B Term Loans or Incremental C Term Loans, as the case may be, as is equal to the Eurodollar Rate as in effect two Business Days prior to the incurrence of such additional Incremental B Term Loans or Incremental C Term Loans, as the case may be, plus the then the Applicable Eurodollar Margin for such Term Loans shall be increased to until 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 end of the Term Lenders respective Interest Period or the Incremental Term Lenders in the primary syndication thereof shall be included (Interest Periods 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) respect thereto." 8. Section 2.01 of the Incremental Term Loans shall be excluded, and (z) if Credit Agreement is hereby amended by inserting 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 following new clause (iii), and (ivf) any Incremental Term Loans shall rank pari passu in right at the end of payment and pari passu with respect to security with the other Credit Facilities.said Section:

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 Facilities 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. (b) The Borrower may request additional Term Commitment Increases from existing Lenders or new lenders that are Eligible Assignees. No Lender shall be obligated to provide any Term Commitment Increase unless it so agrees and the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any Term Commitment Increase. Any Eligible Assignee or new lender agreeing to a Term Commitment Increase shall, upon execution of a Joinder Agreement or an Incremental Amendment, as applicable, become an Incremental Term Lender hereunder. With respect to any Term Commitment Increase, the terms thereof shall be set forth in an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, the Administrative Agent and the applicable Incremental Term Loan Lenders, which Incremental Amendment may, without the consent of any other Lenders, 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 to effect the provisions of this Section 2.15. In the event that any financial maintenance covenant is to be added for the benefit of the Lenders in respect of any Incremental Term Loans, no consent of the Administrative Agent or any other Lender shall be required to the extent such financial maintenance covenant is also added for the benefit of the other Lenders hereunder. (c) If any Term Commitment Increase is effected in accordance with this Section 2.15, the Administrative Agent and the Borrower shall determine the effective date (the “Incremental Effective Date”) and the final allocation of such Term Commitment Increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Incremental Effective Date. As a condition precedent to such increase, subject to the provisions of Section 1.09 in respect of any Term Commitment Increase to finance a Limited Condition Acquisition, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Incremental Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase and (B) in the case of the Borrower, certifying that (1) the conditions to borrowing set forth in Section 4.02 are satisfied and (2) the Borrower shall be in compliance with each of the financial covenants set forth in Section 7.10 on a Pro Forma Basis for the most recently completed Reference Period (assuming, solely for such purpose, that the full amount of all simultaneous Term Commitment Increases and Revolving Credit FacilitiesCommitment Increases are drawn on the Incremental Effective Date and any related transactions are consummated on such date), and (ii) each Guarantor shall reaffirm its obligations under the Guaranty. (d) This Section shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Incremental Term Commitments. (a) The Company mayIncremental Term Facility will be available in multiple borrowings as set forth in this Section 2 but in, by written notice any event, in increments of no less than $5,000,000. Each Incremental Term Lender hereby agrees, subject to satisfaction of the conditions precedent set forth in Section 4.02 of the Credit Agreement and in Section 3(a) and (b) below, to make initial Incremental Term Loans (the “Initial Incremental Term Loans”) to the Global Agent Borrower on a date which is on or after the Incremental Term Facility Effective Date (as defined below) but before August 31, 2015 (the “Initial Borrowing Date”) in the amount (such Lender’s “Initial Incremental Term Commitment”) set forth opposite such Incremental Term Lender’s name on Schedule I attached hereto, which Initial Incremental Term Loans shall comprise an “Incremental Term Facility” under the Credit Agreement. This Agreement shall become an effective “Incremental Term Facility Joinder” under the Credit Agreement with respect to such Facility on such date. (b) Each Incremental Term Lender agrees, subject to satisfaction of the conditions precedent set forth in Section 3(b) below, to make additional Incremental Term Loans (the “Delayed Draw Term Loans”) to the Borrower from time to timetime on any Business Day as the Borrower may request (each, request a “Delayed Draw Borrowing Date”) prior to the one-year anniversary of the Incremental Term Commitments Facility Effective Date (the “Delayed Draw Commitment Termination Date”) in an aggregate amount not to exceed the Maximum Incremental Amount from one or more amount (such Lender’s “Delayed Draw Commitment”) set forth opposite such Incremental Term Lenders, each Lender’s name on Schedule I attached hereto. Each borrowing of which must be Delayed Draw Term Loans on a Delayed Draw Borrowing Date shall comprise an “Other Term Facility” under the Credit Agreement and this Agreement shall become an effective “Refinancing Amendment” under the Credit Agreement with respect to such Facility on such date. (ic) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other banks, financial institutions The Borrower 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 Lenders hereby agree that the Incremental Term Loans Facility described in Section 1 above, including each “Incremental Term Facility” and “Other Term Facility” (as such terms are defined in the Credit Agreement) comprising the Incremental Term Facility (as described in Section 1 above), shall be identical to those upon the making 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 Loans be treated as otherwise set forth herein a single “Incremental Term Facility” or in the applicable Incremental Joinder provided that to the extent such terms and documentation are not consistent with the “Other Term Facility and not Facility” for purposes of the type described in Credit Agreement and the next sentenceother Loan Documents, such terms including for purposes of voluntary and documentation shall be reasonably satisfactory to mandatory prepayments (and determining the Global Agent. Unless otherwise consented to by the Required Lenders, (i’ Pro Rata Shares thereof) the final maturity date and for purposes of any voting matter contemplated under the Credit Agreement or the other Loan Documents. (d) Each Incremental Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the weighted average life to maturity Lender hereby acknowledges and confirms that it has received a copy of the Credit Agreement (including the schedules and exhibits thereto) and each other Loan Document. Each Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity Lender acknowledges that it has made its own independent investigation and credit evaluation 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) Borrower 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 entering into 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 FacilitiesAgreement.

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 Closing 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) any other banks[reserved], financial institutions and other institutional lenders reasonably acceptable (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)(1) to the Global Agent. Such notice shall set forth $85,000,000120,000,000 minus (x2) the aggregate outstanding principal amount of all Incremental Loans, Incremental Term Commitments and Incremental Equivalent Debt incurred or issued in reliance on this clause (A) and (B) an aggregate principal amount such that, at the time of the incurrence of any Incremental 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 not exceed 4.00:1.00,1.00; provided that, with respect to any Incremental Term Commitment the primary purpose of which is to finance a Permitted Acquisition or similar Investment permitted by this Agreement, whose consummation is not conditioned on the availability of, or on obtaining, financing, this clause (iv) may, at the Company’s option, be tested on a pro forma basis giving effect to such Permitted Acquisition or similar Investment, as applicable, at the time the definitive agreements for such Permitted Acquisition or similar Investment, as applicable, are entered into rather than at the time of incurrence of the Incremental Term Commitments being requested Loans (which and, in connection with any subsequent calculation of such ratio or any incurrence ratio under Section 8.04(xii) or (xvi) prior to the consummation or termination of such Permitted Acquisition or similar Investment, as applicable, such ratio shall be calculated on a pro forma basis giving effect to such Permitted Acquisition or similar Investment, as applicable, and other transactions in minimum increments connection therewith (including any incurrence of $1,000,000 Indebtedness and a minimum amount the use of $25,000,000 or such lesser amount equal proceeds thereof)), (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 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 no more than ratable with amortization payments in respect of the existing Loans and (B) any Incremental Loans shall otherwise be no more than pari passu with the existing Loans with respect to mandatory prepayments and other prepayment rights, and (x) except as provided in clauses (vi)-(ix) above, the terms applicable to such Incremental Loans (including the interest rates applicable thereto) shall be reasonably satisfactory to the extent necessary so that Administrative Agent and as set forth in the interest margin for the respective Incremental Term Commitment Agreement. (b) At the time of the provision of Incremental Term Commitments pursuant to this Section 2.15, the Company, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental Term Commitment (each, an “Incremental Term Lender”) shall execute and deliver to the Administrative Agent an Incremental Term Commitment Agreement, with the effectiveness of such Incremental Term Lender’s Incremental Term Commitment to occur (and with the respective Incremental Loans is not more than 50 basis points higher to be made) on the date set forth in such Incremental Term Commitment Agreement, which date in any event shall be no earlier than the Applicable Margin for date on which (w) all fees required to be paid in connection therewith at the Term Loans; providedtime of such effectiveness shall have been paid (including, furtherwithout limitation, that in determining the interest margin applicable to the Term Loans and the Applicable Margin for the Incremental Term Loansany agreed upon upfront or arrangement fees), (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 all 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)Commitment Requirements are satisfied, (y) customary arrangement or commitment fees payable to the arrangers (or their affiliates) all other conditions set forth in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans this Section 2.15 shall be excludedhave been satisfied, and (z) if the Adjusted Eurodollar Rate floor or Base Rate floor for the all other conditions precedent that may be set forth in such Incremental Term Loans is greater than Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the Adjusted Eurodollar Rate floor or the Base Rate floor, respectively, for the existing Term Loans, the difference between such floor for the effectiveness of each Incremental Term Loans Commitment Agreement and to the existing Term Loans shall be equated to an increase in the Applicable Margin for purposes of this clause (iii), and (iv) extent requested by any Incremental Term Loans shall rank pari passu Lender, a Note will be issued, at the Company’s expense, to such Incremental Term Lender in right conformity with the requirements of payment and pari passu Section 2.05. (i) Notwithstanding anything to the contrary in Section 11.11, each Incremental Term Commitment Agreement may, without the consent of any other Lender, effect such amendments to any Credit Documents (including amendments to increase the amortization payments or interest rate margins thereunder or add customary call protection provisions with respect thereto to security allow for the applicable Incremental Loans to be fungible with an existing tranche of Term Loans hereunder) as may be necessary or appropriate, in the opinion of the Company and the Administrative Agent, to effect the provisions of this Section 2.15(c). (j) This Section 2.15 shall supersede any provisions in Section 11.11 to the contrary. For the avoidance of doubt, any of the provisions of this Section 2.15 may be amended with the other Credit Facilitiesconsent of the Required Lenders; provided that no Incremental Term Commitment Agreement shall effect any amendments that would require the consent of each affected Lender or all Lenders pursuant to the proviso in the first paragraph of Section 11.11, unless each such Lender has, or all such Lenders have, as the case may be, given its or their consent to such amendment.

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 (and with all such fees to be disclosed by IPG (US) to the Administrative Agent), (viii) if incurred as a new Class of Incremental Term Loans, such Incremental Term Loans shall be subject to such terms and conditions as may be agreed to by IPG (US) and the Administrative Agent, provided that such Class of Incremental Term Loans shall be 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 Rate, (ix) the proceeds of all Incremental Term Loans shall be used only for the 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 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 Person who will become a Lender) agreeing to provide an Incremental Term Commitment pursuant to an Incremental Term Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, make Incremental Term Loans as provided in Section 2.01 and such Loans shall thereafter be deemed to be Incremental Term Loans for all purposes of this Agreement and the other applicable Loan Documents. (b) At the time of the provision of Incremental Term Commitments pursuant to this Xxxxxxx 0.00, XXX (XX), the Administrative Agent and each such Lender or other Person which agrees to provide an Incremental Term Commitment (each, an “Incremental Term Lender”) shall execute and deliver to the Global Administrative Agent an Incremental Joinder and Term Commitment Agreement substantially in the form of Exhibit B, with such other customary documentation changes thereto as may agreed to by the Global Administrative Agent shall reasonably specify (appropriately completed), with the effectiveness of the Incremental Term Commitment provided therein to evidence occur on the date set forth in 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 LendersAgreement, which date 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 event shall be no earlier than the date on which (w) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent), (x) all Incremental Commitment Requirements are satisfied, (y) all other conditions set forth in this Section 2.06 shall have been satisfied, and (z) all other conditions precedent that may be set forth in such Incremental Term Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Incremental Term Commitment Agreement, and at such time, (i) Schedule 2.01 shall be deemed modified to reflect the revised Incremental Term Commitments of the affected Lenders and (ii) to the extent requested by any Incremental Term Lender, Notes will be issued at IPG (US)’s expense, to such Incremental Term Lender, to be in conformity with the requirements of Section 2.12(f) (with appropriate modification) to the extent needed to reflect the new Incremental Term Loans made by such Incremental Term Lender. (c) Notwithstanding anything to the contrary contained above in this Section 2.06, the Incremental Term Commitments provided by an Incremental Term Lender or Incremental Term Lenders, as the case may be, pursuant to the Incremental Term Commitment Agreement shall constitute a new Class, which shall be separate and distinct from the existing Classes pursuant to this Agreement, provided that, with the consent of the Administrative Agent, the parties to an Incremental Term Commitment Agreement may specify therein that the respective Incremental Term Loans made pursuant thereto shall constitute part of, and be added to, the outstanding Class of Term B Loans, so long as the following requirements are satisfied: (i) the Incremental Term Loans to be made pursuant to such Incremental Term Commitment Agreement shall mature on the Term B Loan Maturity Date, Date and shall have the same Applicable Rate as the Term B Loans; (ii) the weighted average life new Incremental Term Loans shall have the same Installment Payment Dates as then remain with respect to maturity the Term B Loans (with the amount of each payment due on a given Installment Payment Date applicable to such new Incremental Term Loans to be the same (on a proportionate basis) as is theretofore applicable to the Term B Loans, thereby increasing the amount of each such then remaining payment proportionately); and (iii) on the date of the making of such new Incremental Term Loans, and notwithstanding anything to the contrary contained in the definition of Interest Period, such new Incremental Term Loans shall be no shorter than added to (and form part of) each Borrowing of outstanding Term B Loans (if such Incremental Term Loans are being added to the Weighted Average Life existing Class of Term B Loans pursuant to Maturity this Section 2.06(c)) on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender will participate proportionately in each then outstanding Borrowing of Term B Loans. To the extent the provisions of preceding clause (iii) require that Lenders making new Incremental Term Loans add such Incremental Term Loans to the then outstanding Term Loans (and any then existing Incremental Term Borrowings of Eurodollar Loans), (iii) if the interest margin for any Incremental Term Loan it 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 acknowledged that the interest margin for the effect thereof may result in such new Incremental Term Loans is not more than 50 basis points higher than the Applicable Margin for the Term Loans; providedhaving short Interest Periods (i.e., further, an Interest Period that in determining the interest margin began during an Interest Period then applicable to the Term outstanding Eurodollar Loans and which will end on the Applicable Margin for last day of such Interest Period). In connection therewith, IPG (US) may agree, in the respective Incremental Term LoansCommitment Agreement, (x) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable by compensate the Company for Lenders making 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 new Incremental Term Loans shall for funding Eurodollar Loans during an existing Interest Period on such basis as may be excluded, and agreed by IPG (zUS) 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 Facilitiesrespective Lender or Lenders.

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 no more than ratable with amortization payments in respect of the existing Loans and (B) any Incremental Loans shall otherwise be no more than pari passu with the existing Loans with respect to mandatory prepayments and other prepayment rights, and (x) except as provided in clauses (vi)-(ix) above, the terms applicable to such Incremental Loans (including the interest rates applicable thereto) shall be reasonably satisfactory to the extent necessary so that Administrative Agent and as set forth in the interest margin for the respective Incremental Term Commitment Agreement. (b) At the time of the provision of Incremental Term Commitments pursuant to this Section 2.15, the Company, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental Term Commitment (each, an “Incremental Term Lender”) shall execute and deliver to the Administrative Agent an Incremental Term Commitment Agreement, with the effectiveness of such Incremental Term Lender’s Incremental Term Commitment to occur (and with the respective Incremental Loans is not more than 50 basis points higher to be made) on the date set forth in such Incremental Term Commitment Agreement, which date in any event shall be no earlier than the Applicable Margin for date on which (w) all fees required to be paid in connection therewith at the Term Loans; providedtime of such effectiveness shall have been paid (including, furtherwithout limitation, that in determining the interest margin applicable to the Term Loans and the Applicable Margin for the Incremental Term Loansany agreed upon upfront or arrangement fees), (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 all 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)Commitment Requirements are satisfied, (y) customary arrangement or commitment fees payable to the arrangers (or their affiliates) all other conditions set forth in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans this Section 2.15 shall be excludedhave been satisfied, and (z) if the Adjusted Eurodollar Rate floor or Base Rate floor for the all other conditions precedent that may be set forth in such Incremental Term Loans is greater than Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the Adjusted Eurodollar Rate floor or the Base Rate floor, respectively, for the existing Term Loans, the difference between such floor for the effectiveness of each Incremental Term Loans Commitment Agreement and to the existing Term Loans shall be equated to an increase in the Applicable Margin for purposes of this clause (iii), and (iv) extent requested by any Incremental Term Loans shall rank pari passu Lender, a Note will be issued, at the Company’s expense, to such Incremental Term Lender in right of payment and pari passu with respect to security conformity with the other Credit Facilitiesrequirements of Section 2.05.

Incremental Term Commitments. The Company mayAfter the date when (i) Term Advances (whether or not outstanding) are in an aggregate principal amount of greater than or equal to [__________]*or (ii) (x) Incremental Term Advances under the immediately preceding Series of Incremental Term Commitments made hereunder (whether or not outstanding) are in an aggregate principal amount of greater than or equal to [__________]*and (y) [__________]*or less of Incremental Term Commitments remain unfunded under such Series, the Borrower may by written notice to the Global Agent from time Administrative Agent, elect to timerequest the establishment of one or more series (each, request a “Series”) of incremental term commitments (the “Incremental Term Commitments”), in an aggregate principal amount for all Series of Incremental Term Commitments in an amount not to exceed [__________]*in the Maximum aggregate and not less than *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. [__________]*individually for any Series. Upon receipt of any such notice, the Administrative Agent shall, subject to the other provisions of this section, consider arranging for a syndicate of lenders to provide the Incremental Amount Term Commitments for such new Series, which syndicate may consist of existing Lenders or any other Persons that are Eligible Assignees (each, an “Incremental Term Lender”); provided that any Lender approached to provide all or a portion of the Incremental Term Commitments may elect or decline, in its sole and absolute discretion, to provide an additional Incremental Term Commitment; and, provided further that the establishment of any Series of Incremental Term Commitment will be at the sole and absolute discretion of the Administrative Agent. The Administrative Agent shall respond to any request for an Incremental Term Commitment within [__________]* from the date of such request by the Borrower and shall notify the Borrower whether or not an additional Series of the Incremental Term Commitment will be established; provided that the Borrower’s request to establish such additional Series will be deemed withheld if the Administrative Agent does not respond to such request within [__________]* from the date of such request. If the Administrative Agent agrees to establish an additional Series of Incremental Term Commitments and one or more Incremental Term LendersLenders notify the Administrative Agent of their decision to provide such additional Incremental Term Commitments, each the Administrative Agent shall, if it has approved the establishment of such Incremental Term Commitment, provide written notice to the Borrower and such Incremental Term Lender(s) of the date on which must the Incremental Term Commitment of such Series shall be effective, which date shall be within [__________]* of the date of such written notice to the Borrower. Such Incremental Term Commitments of such Series shall become effective as of such date; provided that: (a) no Default or Event of Default shall have occurred and be continuing on such date or would result from the effectiveness or funding of such additional Series of Incremental Term Commitments; (b) prior to any Borrowing under (i) an the first Series of Incremental Term Commitments established hereunder, the existing Lender, Term Commitments shall be fully funded and (ii) any Affiliate or Approved Fund subsequent Incremental Term Commitments, any then existing Series of any existing Lender or Incremental Term Commitments shall be fully funded; (iiic) any other banks, financial institutions and other institutional lenders reasonably acceptable (which acceptance Incremental Term Advances made pursuant to an Incremental Term Commitment on any Borrowing Date shall not be unreasonably withheld or delayed) made pursuant to the Global Agent. Such notice shall set forth (x) the amount applicable Series 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 all purposes of this clause Agreement; provided that all Advances (iii), including any Term Advances and (iv) any other Incremental Term Loans Advances) shall rank pari passu in right of payment and pari passu as to benefits of Collateral; (d) the making of any Series of Incremental Term Advances shall be conditioned on satisfaction of each of the conditions precedent set forth in Section 3.3; (e) the Incremental Term Commitments shall be established pursuant to one or more joinder agreements in form and substance satisfactory to the Administrative Agent (each such agreement, a “Joinder Agreement”) and executed and delivered by the Borrower and the Administrative Agent; and *Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. (f) the Borrower shall deliver or cause to be delivered any legal opinions (related to basic corporate and enforceability matters with respect to security the Joinder Agreement) or other documents reasonably requested by the Administrative Agent in connection with the other Credit Facilitiesany such transaction.

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 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 Incremental Term Lender in connection with the Incremental Loans exceeds an amount equal to 50 basis points on such Incremental Term Lender’s additional commitment, the Company will pay existing Lenders that are not providing an additional commitment an amount equal to the Term Loans and number of basis points by which the Applicable Margin for fee payable to the Incremental Term LoansLender 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 treated as an upfront fee), and (ix) 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 Commitment Agreement. (b) At the time of the provision of Incremental Term Commitments pursuant to this Section 2.15, the Company, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental Term Commitment (each, an “Incremental Term Lender”) shall execute and deliver to the Administrative Agent an Incremental Term Commitment Agreement, with the effectiveness of such Incremental Term Lender’s Incremental Term Commitment to occur (and with the respective Incremental Loans to be made) on the date set forth in such Incremental Term Commitment Agreement, which date in any event shall be no earlier than the date on which (w) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees), (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 all 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)Commitment Requirements are satisfied, (y) customary arrangement or commitment fees payable to the arrangers (or their affiliates) all other conditions set forth in connection with the Term Loans or to one or more arrangers (or their affiliates) of the Incremental Term Loans this Section 2.15 shall be excludedhave been satisfied, and (z) if the Adjusted Eurodollar Rate floor or Base Rate floor for the all other conditions precedent that may be set forth in such Incremental Term Loans is greater than Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the Adjusted Eurodollar Rate floor or the Base Rate floor, respectively, for the existing Term Loans, the difference between such floor for the effectiveness of each Incremental Term Loans Commitment Agreement and to the existing Term Loans shall be equated to an increase in the Applicable Margin for purposes of this clause (iii), and (iv) extent requested by any Incremental Term Loans shall rank pari passu Lender, a Note will be issued, at the Company’s expense, to such Incremental Term Lender in right of payment and pari passu with respect to security conformity with the other Credit Facilitiesrequirements of Section 2.05.

Incremental Term Commitments. (a) The Company Borrower may, by written notice to the Global Agent from time to time, by notice to the Administrative Agent, request that one or more Persons (which shall include the then-existing Lenders) establish Commitments to provide additional Term Loans forming part of the same class as the then-outstanding Term Loans (each, a “Term Loan Increase”) or a new class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”; the Loans made pursuant to any Incremental Term Commitments, the “Incremental Term Loans”), in each case, in a minimum amount equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof, to be effective as of a date (the “Incremental Effective Date”) as specified in the related notice to the Administrative Agent; provided, however, that, subject to Section 1.5(a) in the case of Incremental Term Commitments in an the proceeds of which will be used to finance a Limited Condition Transaction, no Default or Event of Default shall have occurred and be continuing as of the date of such request or as of the applicable Incremental Effective Date, or shall occur as a result thereof and, provided, further, (x) the aggregate principal amount of Incremental Term Commitments established hereunder shall not (taken together with the aggregate principal amount of Incremental Equivalent Debt incurred on or prior to such date and the aggregate amount of Incremental Equivalent Revolving Debt established on or prior to such date) exceed the Maximum Incremental Amount from one or more at such time and (y) no Incremental Term Commitments may be established hereunder unless the Delayed Draw Term Commitments shall have been fully utilized or terminated on or prior to the applicable Incremental Effective Date. (a) The Borrower shall provide written notice to the Administrative Agent of a request for Incremental Term Commitments (which notice shall be forwarded by the Administrative Agent to the then-existing Lenders), each of which must be notice shall include (i) an existing Lenderthe proposed amount of such requested Incremental Term Commitments, (ii) any Affiliate or Approved Fund of any existing Lender or the proposed Incremental Effective Date and (iii) the date by which Lenders wishing to participate in the Incremental Term Commitments must commit to participate in such Incremental Term Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Incremental Term Commitments (each an “Incremental Existing Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount of Incremental Term Commitments it is willing to provide. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to participate in such Incremental Term Commitments. (b) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the then-existing Lenders are willing to participate in the requested Incremental Term Commitments. Each (i) Incremental Existing Lender and (ii) each other banksbank, financial institutions and institution, or other institutional lenders reasonably acceptable Person that offers to provide the requested Incremental Term Commitments (which acceptance each such bank, financial institution, or other Person in clause (ii), an “Eligible Assignee”) shall not be unreasonably withheld or delayed) satisfactory to the Global Agent. Such notice shall set forth (x) the Borrower and (y) if such Incremental Term Commitment is to be provided by an Eligible Assignee, the Administrative Agent to the extent such consent would be required pursuant to Section 10.4(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld, condition or delayed). (c) On each Incremental Effective Date, each Eligible Assignee satisfactory to the Borrower that accepts an offer to participate in a requested Incremental Term Commitment in accordance with Section 2.19(c) (each such Eligible Assignee, an “Incremental Additional Lender”) shall become a Lender party to this Agreement as of such Incremental Effective Date; provided, however, that the Administrative Agent shall have received on or before such Incremental Effective Date the following, each dated such date: (i) (A) a certificate of the Borrower signed by a Responsible Officer of the Borrower certifying that, (1) the amount of such Incremental Term Commitments do not exceed the Maximum Incremental Amount and (2) before and after giving effect to such Incremental Term Commitments, (x) the representations and warranties contained in Article III and the other Loan Documents (or, in the case of Incremental Term Commitments the proceeds of which will be used to finance a Limited Condition Transaction, customary “SunGard” representations and US-DOCS\155537880.27 warranties, as agreed by the Borrower and the Lenders providing such Incremental Term Commitments) are true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct in all respects) on and as of the Incremental Effective Date; except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in such manner as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in Section 3.4(a) shall be deemed to refer, following the first delivery thereof, to the most recent statements furnished pursuant to Section 5.1, and (y) subject to Section 1.5(a) in the case of Incremental Term Commitments the proceeds of which will be used to finance a Limited Condition Transaction, no Default or Event of Default exists and (B) if requested by the Administrative Agent or the Blackstone Representative, (x) documents substantially similar to those described in Section 4.1(c), modified as appropriate for the matters relating to the Incremental Term Commitments, including resolutions adopted by the board of directors or other applicable governing body of each Loan Party approving the Incremental Term Commitments and the corresponding modifications to this Agreement and a reaffirmation of the Guaranty and security interest granted by such Loan Party, (y) an opinion of counsel for each Loan Party in form and substance reasonably satisfactory to the Blackstone Representative in respect of matters relating to the Incremental Term Commitments and (z) a Solvency Certificate, modified as appropriate for the matters relating to the Incremental Term Commitments; (ii) an amendment to this Agreement (each, an “Incremental Amendment”), duly executed and delivered by each Incremental Additional Lender and each Incremental Existing Lender, the Borrower and each other Loan Party and the Agents, which amendment shall establish the Incremental Term Commitments and effect such other modifications to the Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, the Blackstone Representative and the Borrower, to effect the provisions of this Section 2.19; and (iii) an acknowledgment from each applicable Incremental Additional Lender and Incremental Existing Lender of the Agreement Among Lenders as provided in Section 15(a) thereof, duly executed and delivered by such Incremental Additional Lender. (d) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Loan Parties as may be necessary in order to establish Incremental Term Commitments in accordance with this Section 2.19 and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent, the Blackstone Representative and the Borrower in connection with the establishment of such Incremental Term Commitments, in each case on terms consistent with this Section 2.19, including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Term Loans to be fungible for United States federal income tax purposes with any then-existing Term Loans, which shall include any amendments that do not reduce the ratable amortization received by each Lender thereunder. (e) The terms, provisions and documentation of the Incremental Term Commitments being requested (which shall be in minimum increments of $1,000,000 as agreed between the Borrower and a minimum amount of $25,000,000 or such lesser amount equal to the remaining Maximum applicable Incremental Amount) Additional Lenders and (y) the date on which Incremental Existing Lenders providing 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 Commitments, 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 herein, to the extent such terms and documentation are not consistent with identical to the Term Facility and not of Loans existing on the type described in the next sentenceIncremental Effective Date, such terms and documentation shall be reasonably satisfactory to the Global AgentBlackstone Representative. Unless otherwise consented to by the Required Lenders, In any event: (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 Commitments and Incremental Term Loans shall shall: (A) rank pari passu in right of payment and pari passu of security with the Term Loans; US-DOCS\155537880.27 (B) not be (x) incurred by any Person other than the Borrower, (y) guaranteed by any Person other than the Guarantors or (z) secured by any asset other than the Collateral; (C) shall not mature earlier than the latest Maturity Date applicable to any Loans and Commitments outstanding as of the Incremental Effective Date; (D) in the case of Incremental Term Loans, shall have Weighted Average Life to Maturity that is no shorter than the longest Weighted Average Life to Maturity of any Term Loans outstanding as of the Incremental Effective Date; (E) in the case of Incremental Term Loans, may participate (x) on a pro rata basis or less than pro rata basis (but not a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment and (y) on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments; (F) [reserved]; and (G) have covenants and other provisions, taken as a whole, that are no more restrictive to the Borrower and its Restricted Subsidiaries than the terms of the existing Loans and Commitments unless such more restrictive covenants and other provisions are added for the benefit of all then-existing Lenders; provided that, in the case of a Term Loan Increase, the terms and provisions of such Term Loan Increase shall be identical (other than as to upfront fees, original issue discount or similar fees, as long as any such fees or original issue discount do not cause such increase not to be fungible for U.S. federal income tax purposes with the class of Term Loans to which it is added); and (ii) subject to the foregoing clause (i), the amortization schedule applicable to any Incremental Term Loans (excluding any Term Loan Increase) and the All-In Yield applicable to the Incremental Term Loans (excluding any Term Loan Increase) shall be determined by the Borrower and the applicable Incremental Existing Lenders and Incremental Additional Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to security any Incremental Term Loans, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans then outstanding by more than 50 basis points per annum (the other Credit Facilitiesamount of such excess, the “Yield Differential”), then the applicable margin with respect to such Term Loans shall be increased by the applicable Yield Differential (the provision in this clause, the “MFN Protection”). (f) This Section shall supersede any provisions in Section 2.17 or Section 10.2 to the contrary.

Incremental Term Commitments. The Company (a) Either or both of the Borrowers may, by written notice to the Global Administrative Agent from time to time, request Incremental Term Commitments from, unless otherwise agreed by the Administrative Agent, BSCL in an amount not to exceed the Maximum Incremental Amount from one or more Amount; provided that any Incremental Term Lenders, each of which must Loans shall be (i) an existing Lender, (ii) any Affiliate or Approved Fund of any existing Lender or (iii) any other banks, financial institutions apportioned to NAMM and other institutional lenders reasonably MMM in a manner acceptable (which acceptance shall not be unreasonably withheld or delayed) to the Global AgentAdministrative Agent (it being understood that nothing in this Agreement shall constitute a commitment by BSCL to provide any Incremental Term Loans and any such Incremental Term Commitment will be subject to the sole discretion of BSCL at the time the Borrower requests any Incremental Term Loans pursuant to this Section). Such notice shall set forth (xi) 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 Amount50,000,000 and minimum increments of $1,000,000) and (yii) the date on which such Incremental Term Commitments are requested to become effective (which shall not be less than ten an "Increased Amount Date"). (10b) Business Days (The applicable Borrower or such shorter period as agreed to by Borrowers and the Revolver Agent) nor more than sixty (60) days after the date of such notice). The Company and each relevant Incremental Term Lender shall execute and deliver to the Global Administrative Agent an Incremental Joinder Assumption Agreement and such other customary documentation as the Global Administrative Agent shall reasonably specify to evidence such the Incremental Term Commitment of each such Incremental Term Lender. The Each Incremental Assumption Agreement shall specify the terms and provisions of the Incremental Term Loans shall to 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 Lendersmade thereunder; provided, 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 maturity date of the existing Term Loan Maturity Date, Loans and (ii) the weighted average life to maturity of the Incremental Term Loans shall be no not have a weighted average life that is shorter than the Weighted Average Life to Maturity that of the then outstanding Term Loans (and any then then-remaining weighted average life of the existing Incremental Term Loans). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, (iii) if upon the interest margin for effectiveness of any Incremental Term Loan is greater than the Applicable Margin for any Term Loans by more than 50 basis pointsAssumption Agreement, then the Applicable Margin for such Term Loans this Agreement shall be increased amended without further consent from Lenders 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 (but only to the Term Loans extent) necessary to reflect the existence 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) terms of the Incremental Term Loans Commitments evidenced thereby as provided for in Section 11.1. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers' consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Commitment shall become effective under this Section 2.4 unless (i) Holdings and its Subsidiaries shall be excludedin pro forma compliance with the financial covenants set forth in Section 8.1, and (z) if after giving effect to 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 incurrence of such floor for the Incremental Term Loans and the existing application of the proceeds therefrom as if made and applied on such date, (ii) no Default or Event of Default would exist prior to or after giving pro forma effect to the incurrence of such Incremental Term Loans and the application of proceeds therefrom, (iii) on the date of such effectiveness, the conditions set forth in Section 6.2 shall be equated satisfied, (iv) the Facilities shall have been rated at least "B1" by Xxxxx'x and at least "B" by S&P, in each case with a stable or better outlook, and Xxxxx'x and S&P shall have confirmed that such ratings shall remain in effect after giving effect to an increase in such Incremental Term Loans and the Applicable Margin for purposes application of this clause the proceeds therefrom, (iii)v) the Administrative Agent shall have received a certificate dated the date of such effectiveness executed by a Responsible Officer of the relevant Borrower stating that each of the foregoing conditions has been satisfied and setting forth the relevant calculations demonstrating such compliance, and (ivvi) any the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation as required by the relevant Incremental Assumption Agreement and consistent with those delivered on the Closing Date under Section 6.1 and such additional documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Incremental Term Loans shall rank pari passu in right of payment and pari passu with respect to security are secured by the Collateral ratably with the other Credit Facilitiesexisting Term Loans.