Common use of Incremental Commitments Clause in Contracts

Incremental Commitments. (1) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible Assignees, in each case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender.

Incremental Commitments. (1a) The Borrower maySo long as no Default or Event of Default then exists or would result therefrom, by written notice to the Borrowers shall have the right, in coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.15, but without requiring the consent of any of the Lenders or the Administrative Agent, to request at any time and from time to timetime after the Closing Date and prior to the Final Maturity Date, request Incremental Term Loan Commitments not to exceed $100,000,000 from that one or more Lenders (and/or one or more other Persons which are Eligible AssigneesTransferees and which will become Lenders as provided below) provide Incremental Commitments and make Revolving Loans and participate in Swingline Loans and Letters of Credit pursuant thereto, in each caseit being understood and agreed, however, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but i) no such Lender shall be required obligated to participate in provide an Incremental Commitment as a result of any such Incremental Term Loan without its consent) request by the Borrowers, and shall be subject to until such consentstime, if any, as would such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.15, such Lender shall not be required obligated to fund any Revolving Loans or participate in connection with an assignment Swingline Loans or Letters of a Term Loan Credit in excess of its Commitment as in effect prior to giving effect to such PersonIncremental Commitment provided pursuant to this Section 2.15, (ii) willing any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of any other Lender, (iii) each provision of Incremental Commitments on a given date pursuant to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which this Section 2.15 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferee who will become a Lender) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (iv) the aggregate amount of $10,000,000 all Incremental Commitments provided pursuant to this Section 2.15, shall not exceed the Maximum Incremental Commitment Amount and minimum increments of $10,000,000(v) all Revolving Loans (and all interest, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agentfees and other amounts payable thereon), (ii) whether the Incremental Term Loans to be borrowed made pursuant to such an Incremental Term Loan Commitments are Commitment shall be entitled to be an increase in any existing Class the benefits of Term Loans or the guarantees and security provided under the Credit Documents to the other Obligations on a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered)pari passu basis. (2b) The Loan PartiesAt the time of the provision of Incremental Commitments pursuant to this Section 2.15, each Borrower, the Administrative Agent and any each such Lender or other Person whose consent is required as provided above Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and Incremental Commitment Agreement, with the effectiveness of such other documentation as Incremental Lender’s Incremental Commitment to occur on the Administrative Agent shall reasonably specify to evidence the date set forth in such Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by Commitment Agreement, which date in any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans event shall be no earlier than the then Latest Maturity Date 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 (or any Affiliate thereof)), (x) all Incremental Commitment Requirements are satisfied, (y) all other conditions set forth in this Section 2.15 shall have been satisfied, and (Bz) all other conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied; provided, that interest rate margins may be greater than those applicable to the existing Revolving Loans so long as the applicable margins on all Revolving Loans are increased to match those on the Incremental Commitments. The fees applicable to the Incremental Commitments shall be agreed upon by the Borrowers, the Administrative Agent and the Incremental Lenders. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and at such time, (i) the Weighted Average Life to Maturity of any Incremental Term Loans Total Commitment under, and for all purposes of, this Agreement shall be no shorter than increased by the remaining Weighted Average Life aggregate amount of such Incremental Commitments, (ii) if the Total Commitment is then being increased and the relevant Incremental Commitment Agreement so provides, the Total European Sub-Limit and/or the Total Canadian Sub-Limit shall be increased by the amount specified in such Incremental Commitment Agreement (not to Maturity exceed the amount of any then outstanding Class of Term Loans; the related Incremental Commitment); (iii) no Schedule I-A shall be deemed modified to reflect the revised Commitments of the affected Lenders and (iv) to the extent requested by any Incremental Term Lender, Revolving Loan shall participate on Notes will be issued, at the expense of each applicable Borrower, to such Incremental Lender in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental Commitments pursuant to this Section 2.15, the Borrowers shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders (including the Incremental Lenders), even though as a greater result thereof such new Loans (to the extent required to be maintained as B/A Equivalent Loans or Euro Rate Loans) may have a shorter Interest Period than pro rata basis with the then outstanding Term Loans Borrowings, of such Loans, in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between each case to the extent necessary so that all of the Lenders providing participate in each outstanding Borrowing of Revolving Loans pro rata on the applicable Incremental Term Loan basis of their respective Commitments (after giving effect to any increase in the Total Commitment) pursuant to this Section 2.15) and the with each affected Borrower (except that any Incremental Term Loans forming an addition being obligated to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject pay to the above, respective Lenders any Incremental Term Loans shall be on terms costs of the type referred to in Section 2.11 and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loansamounts, as reasonably determined by the Borrower respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (except rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto) in connection with any such repayment and/or incurrence. All determinations by any Lender pursuant to the extent that this Agreement is amended (which shall not require preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto. Without limiting the consent of any Lender) to incorporate such more restrictive provisions for the benefit obligations of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective Borrowers under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and2.15(c), only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as the Lenders agree that they will use their commercially reasonable efforts to such matters as are reasonably requested by attempt to minimize the Administrative Agent. Upon any increase costs of the type referred to in Section 2.11 that the Borrowers would otherwise incur in connection with the implementation of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each LenderIncremental Commitments.

Incremental Commitments. (1a) The So long as the Incremental Commitment Request Requirements are satisfied at the time of the delivery of the request referred to below, the Borrower mayshall have the right, by written notice to the in consultation and coordination with, Administrative Agent as to all of the matters set forth below in this Section 2.14, but without requiring the consent of any of the Lenders, to request at any time and from time to timetime after the Initial Borrowing Date and prior to the date which is three months prior to the Revolving Loan Maturity Date, request Incremental Term Loan Commitments not to exceed $100,000,000 from that one or more Lenders (and/or one or more other Persons which are Eligible AssigneesTransferees and which will become Lenders as provided below) provide Incremental Commitments, in each caseit being understood and agreed, however, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but i) no such Lender shall be required obligated to participate in provide an Incremental Commitment as a result of any such Incremental Term Loan without its consent) request by the Borrower, and shall be subject to until such consentstime, if any, as would such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.14, such Lender shall not be required obligated to fund any Revolving Loans or participate in connection with an assignment Swingline Loans or Letters of a Term Loan Credit in excess of its Commitment as in effect prior to giving effect to such PersonIncremental Commitment provided pursuant to this Section 2.14, (ii) willing any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of any other Lender, (iii) each provision of Incremental Commitments on a given date pursuant to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which this Section 2.14 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferee who will become a lender)) of at least $10,000,000 and minimum increments in integral multiples of $10,000,0005,000,000 in excess thereof, or remaining permitted and (iv) the aggregate amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the of all Incremental Term Loans to be borrowed Commitments provided pursuant to such this Section 2.14 shall not exceed the Maximum Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered)Commitment Amount. (2b) The Loan PartiesAt the time of the provision of Incremental Commitments pursuant to this Section 2.14, the Borrower, the Administrative Agent and any each such Lender or other Person whose consent is required as provided above Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and Incremental Commitment Agreement, with the effectiveness of such other documentation as Incremental Lender’s Incremental Commitment to occur on the Administrative Agent shall reasonably specify to evidence the date set forth in such Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by Commitment Agreement, which date in any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans event shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate date on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default 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 Event of Default shall exist giving pro forma effect arrangement fees owing to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; Administrative Agent (or any affiliate thereof)), (x) the all Incremental Commitment Requirements are satisfied, (y) all other conditions set forth in clauses (a) and (b) of this Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and2.14 shall have been satisfied, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the all other conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied. Administrative Agent shall have received documents and legal opinions promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and at such matters as are reasonably time, (i) the Total Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental Commitments, (ii) Appendix A shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental Lender, Revolving Loan Notes will be issued, at the expense of the Borrower, to such Incremental Lender in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental Commitments pursuant to this Section 2.14, the Borrower shall, in coordination with Administrative Agent. Upon , repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders (including the Incremental Lenders), in each case to the extent necessary so that all of the Lenders participate in each outstanding borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase of any existing Class of Term Loans, in the Lenders shall take any action as may be reasonably required by the Administrative Agent Total Commitment pursuant to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance this Section 2.14) and with the Borrower being obligated to pay to the respective amount Lenders any costs of Term Loans of the type referred to in Section 2.10 in connection with any such Class held by each Lenderrepayment and/or incurrence.

Incremental Commitments. (1) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or increases in the Revolving Commitments of any Class or the establishment of a new Class of Extended Revolving Commitments, as applicable, in an aggregate amount (excluding Refinancing Term Loans and any Extended Revolving Commitments that are established concurrently with the reduction in any then existing Class of Revolving Commitments) not to exceed $100,000,000 600,000,000 from one or more Eligible Assignees, in each case, that is a Farm Credit Lender Assignees (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan or additional Revolving Commitment without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan or Revolving Commitment, as applicable, to such Person) willing to provide such Incremental Term Loans and/or additional Revolving Commitments, as the case may be, in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”)discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or additional Revolving Commitments being requested (which shall be in a minimum amount of $10,000,000 25,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) (x) in the case of Incremental Term Loan Commitments, whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (y) in the case of any additional Revolving Commitments, whether such Revolving Commitments are to be an increase in any existing Class of Revolving Commitments or a new Class of Extended Revolving Commitments and (iii) the date on which such Incremental Term Loan Commitments and/or increased Revolving Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment or additional Revolving Commitments. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term LoansLoans and/or additional Revolving Commitments; provided that: (i) any additional Revolving Commitments shall have the same terms as the then existing Revolving Commitments (except for upfront and arrangement fees and except that any Extended Revolving Commitments may have different terms to the extent permitted by subclause (vi) below); (ii) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (Aiii) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (Bb) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iiiiv) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (ivv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (vvi) subject to the above, any Incremental Term Loans and Extended Revolving Commitments shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans or Extended Revolving Commitments (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vivii) subject to Section 1.061.10, no Incremental Term Loan Commitment or additional Revolving Commitment shall become effective under this Section 2.01(b2.01(d) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment or Revolving Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, date clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans or additional Revolving Commitments and the incurrence of Indebtedness thereunder (assuming assuming, in the case of Incremental Term Loan Commitments, that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (ziv) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Revolving Commitments or Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Revolving Commitments or Term Loans of such Class held by each Lender.

Incremental Commitments. (1a) The After the Spinoff Date has occurred, the Borrower Representative may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, in an amount not to exceed $100,000,000 the Incremental Amount available at the time such Incremental Term Loans are funded or Incremental Revolving Facility Commitments are established (except as set forth in clause (C) of the third paragraph under Section 6.01) from one or more Eligible Assignees, in each case, that is a Farm Credit Lender Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which, in each case, may include any existing Lender (Lender, but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, persons which would qualify as would be required in connection with an assignment assignees of a Term Loan to such PersonLender in accordance with Section 9.04) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their sole discretion (such Lendersdiscretion; provided, that each Incremental Revolving Facility Lender providing a commitment to make revolving loans shall be subject to the approval of the Administrative Agent and, to the extent the same would be required for an assignment under Section 9.04, the “Incremental Term Loan Lenders”Issuing Banks (which approvals shall not be unreasonably withheld, conditioned or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 and minimum increments of $10,000,000, or equal to the remaining permitted amount Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are requested to become effective and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be (x) commitments to make term loans with terms identical to (and which shallshall together with any then outstanding Initial Term A Loans, unless otherwise agreed by as applicable, form a single Class of) the Administrative AgentInitial Term A Loans or (y) commitments to make term loans with pricing, be not less than ten Business Days after maturity, amortization, participation in mandatory prepayments and/or other terms different from the date such notice is deliveredInitial Term A Loans (“Other Incremental Term Loans”). (2b) The Loan Parties, the Administrative Agent applicable Borrower and any other Person whose consent is required as provided above each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Additional Credit Extension Amendment pursuant to this clause (d) Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term LoansLoans and/or Incremental Revolving Facility Commitments; provided provided, that: (i) the Incremental any (x) commitments to make additional Initial Term A Loans shall not be guaranteed by any Subsidiaries have the same terms as the Initial Term A Loans, and shall form part of the Borrower that do not guarantee the existing same Class of Initial Term A Loans and (y) Incremental Revolving Facility Commitments shall be secured on a pari passu basis by have the same Collateral (and no additional collateral) securing terms as the then existing Obligations;outstanding Class of Revolving Facility Commitments (or, if more than one Class of Revolving Facility Commitments is then outstanding, the Revolving Facility Commitments with the then latest Revolving Facility Maturity Date) and shall require no scheduled amortization or mandatory commitment reduction prior to the Latest Maturity Date of the Revolving Facility Commitments, (ii) the Other Incremental Term Loans incurred pursuant to clause (Aa) of this Section 2.21 shall rank equally and ratably in right of security with the existing Loans, (iii) the Maturity Date final maturity date of any such Other Incremental Term Loans shall be no earlier than the then Latest Maturity Date applicable to the Term Loans in effect at the date of incurrence of such Other Incremental Term Loans and, except as to pricing, amortization, final maturity date and participation in mandatory prepayments (Bwhich shall, subject to the other clauses of this proviso, be determined by the applicable Borrower and the applicable Incremental Term Lenders in their sole discretion), shall have (x) the same terms as the Term Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (iv) the Weighted Average Life to Maturity of any such Other Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of the Term Loans;Loans with the longest remaining Weighted Average Life to Maturity, (iiiv) no the Borrowers shall be in Pro Forma Compliance immediately after giving effect to the incurrence of such Incremental Facility and the use of proceeds thereof with the Financial Covenant as of the last day of the then most recently ended Test Period; provided that in the case of any Incremental Facility used to finance a Permitted Acquisition, and to the extent the Incremental Term Loan Lenders participating in such Incremental Facility agree, this clause (v) shall be tested at the time of the execution of the acquisition agreement related to such Permitted Acquisition, (vi) such Other Incremental Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis with basis) than the then outstanding Initial Term A Loans in any mandatory prepayment;prepayment hereunder, (ivvii) there shall be no borrower (other than a Borrower) or guarantor (other than the Loan Parties) in respect of any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, and (viii) Incremental Term Loans and Incremental Revolving Facility Commitments shall have such interest ratesnot be secured by any asset of Parent or its Subsidiaries other than then Collateral. Each party hereto hereby agrees that, optional prepayment provisions upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and fees as may be agreed between terms of the Lenders providing the applicable Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent with the Borrower Representative’s consent (except that any Incremental Term Loans forming an addition not to an existing Class of Term Loans shall have be unreasonably withheld) and furnished to the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans);parties hereto. (vc) subject to Notwithstanding the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective under this Section 2.01(b) 2.21 unless (wi) no Default or Event of Default shall exist exist; provided, that in the event that any tranche of Incremental Term Loans is used to finance a Permitted Acquisition, to the extent the Incremental Term Lenders participating in such tranche of Incremental Term Loans agree, the foregoing clause (i) shall be tested at the time of the execution of the acquisition agreement related to such Permitted Acquisition (provided, that such Incremental Term Lenders shall not be permitted to waive any Default or Event of Default then existing or existing after giving pro forma effect to such tranche of Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefromLoans); (xii) the conditions representations and warranties of the applicable Borrower set forth in clauses this Agreement shall be true and correct in all material respects (aother than to the extent qualified by materiality or “Material Adverse Effect,” in which case, such representations and warranties shall be true and correct); provided, that in the event that the tranche of Incremental Term Loans is used to finance a Permitted Acquisition and to the extent the Incremental Term Lenders participating in such tranche of Incremental Term Loans agree, the foregoing clause (ii) shall be limited such that the availability of such Incremental Term Loans shall only be subject to the accuracy of customary “specified representations” and those representations of the seller or the target company (bas applicable) included in the acquisition agreement related to such Permitted Acquisition that are material to the interests of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, the Lenders and only to the extent that Parent or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a Borrowing is made on result of a failure of such date, clause (c) is required representations to be complied with)accurate; (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (ziii) the Administrative Agent shall have received documents and legal opinions consistent with those delivered on the Closing Date as to such matters as are reasonably requested by the Administrative Agent. Upon any increase The Administrative Agent shall promptly notify each Lender as to the effectiveness of any existing Class each Incremental Assumption Agreement. (d) Each of Term Loans, the Lenders shall parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Incremental Term Loans), when originally made, are included in each Borrowing of the outstanding applicable Class of Term Loans on a pro rata basis, and (ii) all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments, when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Facility Loans on a pro rata basis. The Borrowers agree that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to ensure that effect the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lenderforegoing.

Incremental Commitments. (1a) The Borrower maymay on one or more occasions, by written notice to the Administrative Agent from time to timeAgent, request prior to the Maturity Date, the establishment of Incremental Term Loan Commitments; provided that the aggregate, cumulative amount of all Incremental Commitments established pursuant to this Section 2.19 after the Closing Date shall not to exceed $100,000,000 from one or more Eligible Assignees, in each case, 150,000,000. Each such notice shall specify (i) the date on which the Borrower proposes that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender the Incremental Commitments shall be required to participate in any such Incremental Term Loan without its consent) and effective, which shall be subject a date not less than 10 Business Days (or such shorter period as may be agreed to by the Agent) after the date on which such consentsnotice is delivered to the Agent, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (iii) the amount of the Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which identity of each Lender or other Person that the Borrower proposes become an Incremental Lender with respect thereto, together with the proposed aggregate amount of the Incremental Commitment for each such Lender or other Person (it being agreed that (x) any Lender approached to provide any Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Term Loan Commitments are requested Commitment and (y) any such Person that is not a Lender must be an Eligible Assignee that is reasonably acceptable to become effective (which shallthe Agent and, unless otherwise agreed by to the Administrative Agentextent applicable, be not less than ten Business Days after the date such notice is deliveredeach Issuing Bank). (2b) The Loan Parties, the Administrative Agent terms and conditions of any Incremental Commitment and other Person whose consent is required as provided above shall execute and deliver extensions of credit to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: be made thereunder may be (i) identical to the Incremental Term Loans shall not be guaranteed by any Subsidiaries terms and conditions of the Borrower that do not guarantee the existing Commitments and Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; other extensions of credit made hereunder, (ii) (A) the Maturity Date in a separate tranche of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date revolving loans and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; commitments or (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with incurred in the then outstanding Term Loans form of term loans, in any mandatory prepayment;each case as agreed by the applicable Lenders. (ivc) The Incremental Term Loans Commitments shall have be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term LoanAgent; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment Commitments shall become effective under this Section 2.01(b) unless (wi) no Default or Event of Default shall exist have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving pro forma effect to such Incremental Term Loan Commitment Commitments and the incurrence making of Indebtedness Loans and other extensions of credit thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is be made on such date, clause (cii) is on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects, and (B) otherwise, in all material respects, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (iii) after giving effect to and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof, the Borrower shall be in compliance with the covenants set forth in Section 6.12 on a pro forma basis as if such Loans or other extensions of credit had been incurred or assumed on the first day of the Test Period most recently ended on or prior to the date of such effectiveness, (iv) the Borrower shall make any payments required to be complied withmade pursuant to Section 2.14 in connection with such Incremental Commitments and the related transactions under this Section 2.19 and (v) the Borrower shall have delivered to the Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable judgment of the Agent, to give effect to the provisions of this Section 2.19 (including to evidence a separate tranche of revolving loans and commitments or term loans); . (yd) In the case of Incremental Commitments described in Section 2.19(b)(i), upon effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (ii)(A) such Incremental Commitment shall constitute (or, in the event such Incremental Lender already has a Commitment, shall increase) the Commitment of such Incremental Lender and (B) the aggregate amount of the Lenders’ Commitments shall be increased by the amount of such Incremental Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Commitment, the Credit Exposure of the Incremental Lender holding such Commitment, and the Applicable Percentages of all the Lenders shall automatically be adjusted to give effect thereto. (e) On the date of the effectiveness of any Incremental Commitments described in Section 2.19(b)(i), each Lender shall be deemed to have assigned to each Incremental Lender holding such Incremental Commitments, and each such Incremental Lender shall be deemed to have purchased from each Lender, in an amount equal to the principal amount thereof (together with accrued and unpaid interest), such interests in the Loans and participations in Letters of Credit outstanding on a Pro Forma Basissuch date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans and participations in Letters of Credit will be held by all the Lenders (including such Incremental Term Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Commitments. Any Loans outstanding immediately prior to the date of the effectiveness of such Incremental Commitments that are Eurodollar Loans will (except to the extent otherwise repaid in accordance herewith) continue to be held by, and all interest thereon will continue to accrue for the accounts of, the Lenders holding such Loans immediately prior to the date of the effectiveness of such Incremental Commitments, in each case until the last day of the then-current Interest Period applicable to any such Loan, at which time such Loans will be repaid or refinanced with new Loans made pursuant to Section 2.01 in accordance with the Applicable Percentages of the Lenders (including the Incremental Lenders) after giving effect to the effectiveness of such Incremental Commitments; provided, however, that upon the occurrence of any Event of Default, each Incremental Lender will promptly purchase (for cash at face value) assignments of portions of such outstanding Loans of other Lenders so that, after giving effect thereto, all Loans that are Eurodollar Loans are held by the Lenders (including the Incremental Lenders) in accordance with their then-current Applicable Percentages. Any such assignments shall be effected in accordance with the provisions of Section 9.04, provided that the parties hereto hereby consent to such assignments and the incurrence minimum assignment amounts and processing and recordation fee set forth in Section 9.04(b) shall not apply thereto. Any ABR Loans outstanding on the date of Indebtedness thereunder the effectiveness of such Incremental Commitments shall either be prepaid on such date or refinanced on such date (assuming that subject to the satisfaction of applicable borrowing conditions) with Loans made on such commitments are fully drawn date by the Lenders (including the Incremental Lenders) in accordance with their Applicable Percentages. In order to effect any such refinancing, (i) each Incremental Lender will make ABR Loans by transferring funds to the Agent in an amount equal to the aggregate outstanding amount of such Loans of such Type times a percentage obtained by dividing the amount of such Incremental Lender’s Incremental Commitment by the aggregate amount of the Lenders’ Commitments (after giving effect to the effectiveness of the Incremental Commitments on such date) and use (ii) such funds will be applied to the prepayment of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are outstanding ABR Loans held by the Lenders of other than the Incremental Lenders, and transferred by the Agent to the Lenders other than the Incremental Lenders, in such Class on a pro rata basis amounts so that, after giving effect thereto, all ABR Loans will be held by the Lenders in accordance with their then-current Applicable Percentages. On the respective date of the effectiveness of such Incremental Commitments, the Borrower will pay to the Agent, for the accounts of the Lenders receiving such prepayments, accrued and unpaid interest on the aggregate principal amount of Term the Loans of such Class held the Borrower being prepaid. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (f) The Agent shall notify Lenders promptly upon receipt by the Agent of any notice from the Borrower referred to in Section 2.19 and of the effectiveness of any Incremental Commitments, in each Lendercase advising the Lenders of the details thereof and of the Applicable Percentages of the Lenders after giving effect thereto and of the assignments deemed to have been made pursuant to Section 2.19(e).

Incremental Commitments. (1a) The Borrower mayHoldings shall have the right, by written notice in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.14, but without requiring the consent of the Administrative Agent (except as otherwise provided in this Section 2.14) or the Lenders, to request at any time and from time to time after the Funding Date and prior to the Revolving Loan Maturity Date that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Incremental Commitment Agreement, make Revolving Loans and participate in Letters of Credit and Swingline Loans pursuant thereto; provided that (i) no Lender shall be obligated to provide an Incremental Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent from time Agent, Holdings and the other Borrowers an Incremental Commitment Agreement as provided in clause (b) of this Section 2.14, such Lender shall not be obligated to timefund any Revolving Loans in excess of its U.S. Facility Commitment or Canadian Facility Commitment, request Incremental Term Loan Commitments not to exceed $100,000,000 from one as applicable, (if any) or more Eligible Assigneesparticipate in any Letters of Credit or Swingline Loans in excess of its U.S. Facility RL Percentage or Canadian Facility RL Percentage, as applicable, in each case, as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.14, (ii) any Lender (including any Person which is an Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of the Administrative Agent or any other Lender; provided that any Person that is not a Farm Credit Lender prior to the effectiveness of its Incremental Commitment shall require the consent of the Administrative Agent, each Issuing Lender, the Swingline Lender and the Fronting Lender (which, in each case, may include any existing Lender unless such Person will not be a Participating Specified Foreign Currency Lender) (but no such Lender which consents shall not be required to participate in any such Incremental Term Loan without its consentunreasonably withheld or delayed) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such an Incremental Term Loans in their sole discretion Commitment pursuant to this Section 2.14, (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (iiii) the aggregate amount of the each request (and provision therefor) for Incremental Term Loan Commitments being requested (which shall be in a minimum aggregate amount for all Lenders which provide an Incremental Commitment pursuant to a given Incremental Commitment Agreement pursuant to this Section 2.14 (including Persons who are Eligible Transferees and will become Lenders) of at least $10,000,000 and minimum increments of $10,000,000, 25,000,000 (or remaining permitted amount or, in each case, such lesser amount approved by that is acceptable to the Administrative Agent), (iiiv) whether the aggregate amount of all Incremental Term Commitments permitted to be provided pursuant to this Section 2.14 shall not exceed in the aggregate $150,000,000, (v) Holdings shall not increase the Commitments pursuant to this Section 2.14 more than 3 times in the aggregate, (vi) if the Applicable Commitment Fee Percentage and/or Applicable Margins with respect to Commitments to be provided or Loans to be borrowed incurred pursuant to such an Incremental Term Loan Commitments are to Commitment shall be an increase higher in any existing Class respect than those applicable to any other Commitments or Loans, the Applicable Commitment Fee Percentage and/or Applicable Margins, as the case may be, for the other Commitments and Loans and extension of Term credit hereunder shall be automatically increased as and to the extent needed to eliminate any deficiencies in accordance with the definition of “Applicable Commitment Fee Percentage” or “Applicable Margin” contained herein (such increase, the “Additional Commitment Fee” or “Additional Margin”, as the case may be), (vii) each Incremental Commitment Agreement shall specifically designate the Tranche of the Incremental Commitments being provided thereunder, (viii) all Revolving Loans of a Borrower incurred pursuant to an Incremental Commitment (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 the Guarantee and Collateral Agreement and/or Canadian Guarantee and Collateral Agreement, on a pari passu basis with all other Loans of such Borrower secured by each relevant Security Document and guaranteed under the Guarantee and Collateral Agreement and/or Canadian Guarantee and Collateral Agreement, and (ix) each Lender (including any Person which is an Eligible Transferee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, participate in Swingline Loans and Letters of Credit pursuant to Sections 2.01(b) and 3.04, respectively, and make Revolving Loans as provided in Section 2.01(a), in each case, under the U.S. Facility Commitment or Canadian Facility Commitment, as applicable, and such Revolving Loans shall constitute U.S. Facility Revolving Loans or a new Class Canadian Facility Revolving Loans, as the case may be, for all purposes of Term Loans this Agreement and (iii) the date on which such Incremental Term other applicable Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered)Documents. (2b) The Loan PartiesAt the time of the provision of Incremental Commitments pursuant to this Section 2.14, (I) Holdings, each other Borrower, each Guarantor, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to Holdings and the Administrative Agent an Incremental Commitment Agreement, appropriately completed (with the effectiveness of the Incremental Commitment provided therein to occur on the date set forth in such Incremental Commitment Agreement, which date in any event shall be no earlier than the date on which (i) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid, (ii) all Incremental Commitment Requirements have been satisfied, (iii) all conditions set forth in this Section 2.14 shall have been satisfied and (iv) all other Person whose consent is required conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied) and (II) Holdings, each other Borrower, each Guarantor, the Security Agent and each Incremental Lender (as provided above applicable) shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and the Security Agent such other documentation additional Security Documents and/or amendments to the Security Documents as the Administrative Agent shall may reasonably specify request which are necessary to evidence ensure that all Loans incurred pursuant to the Incremental Term Commitments and any Additional Commitment Fee and/or Additional Margin are secured by each relevant Security Document (the “Incremental Security Documents”). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement and, at such time, Schedule 1.01(a) shall be deemed modified to reflect the Incremental Commitments of such Incremental Lenders. (c) It is understood and agreed that the Incremental Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Commitment Agreement shall constitute part of, and be added to, the U.S. Facility Commitment and/or the Canadian Facility Commitment, as the case may be, and each Incremental Lender shall constitute a U.S. Facility Lender and/or Canadian Facility Lender, as applicable, for all purposes of this Agreement and each other applicable Loan Commitment. Each Additional Credit Extension Amendment Document. (d) At the time of any provision of Incremental Commitments pursuant to this clause (d) shall specify Section 2.14, each Borrower shall, in coordination with the terms Administrative Agent, repay outstanding Revolving Loans of certain of the applicable Incremental Term Loans; provided that: Lenders, and incur additional Revolving Loans from certain other Lenders (i) including the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans Lenders), in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except each case to the extent necessary so that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit all of the then existing U.S. Facility Lenders and/or Canadian Lenders); and , as applicable, participate in each outstanding Borrowing of each Tranche of Revolving Loans pro rata on the basis of their respective Commitments (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, after giving effect to such Incremental Term Loans and any increase in the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such dateTotal Commitment pursuant to this Section 2.14) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the Borrowers being obligated to pay to the respective amount Lenders any costs of Term Loans of the type referred to in Section 2.11 in connection with any such Class held by each Lenderrepayment and/or Borrowing.

Incremental Commitments. (1a) The After the Closing Date has occurred, the Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Commitments, as applicable, in an amount not to exceed $100,000,000 the Incremental Amount available at the time such Incremental Term Loans are funded or Incremental Revolving Commitments are established (except as set forth in Section 1.07) from one or more Eligible Assignees, in each case, that is a Farm Credit Lender Incremental Term Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender (Lender, but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, persons which would qualify as would be required in connection with an assignment assignees of a Term Loan to such PersonLender in accordance with Section 9.04) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their sole discretion (such Lendersdiscretion; provided, that each Incremental Revolving Lender providing a commitment to make revolving loans shall be subject to the approval of the Administrative Agent and, to the extent the same would be required for an assignment under Section 9.04, the “Incremental Term Loan Lenders”Issuing Banks and the Swingline Lender (which approvals shall not be unreasonably withheld, conditioned or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 and minimum increments of $10,000,000, or equal to the remaining permitted amount Incremental Amount or, in each case, such lesser amount approved by the Administrative AgentAgent (which approval shall not be unreasonably withheld, conditioned or delayed)), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Commitments are requested to become effective effective, (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be (x) commitments to make term loans with terms identical to (and which shallshall together with any then outstanding Initial Term Loans form a single Class of) Initial Term Loans or (y) commitments to make term loans with pricing, unless otherwise agreed by maturity, amortization, participation in mandatory prepayments and/or other terms different from the Administrative AgentInitial Term Loans (“Other Incremental Term Loans”). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment, or to provide a Commitment, pursuant to this Section 2.21 and any election to do so shall be not less than ten Business Days after in the date sole discretion of such notice is delivered)Lender. (2b) The Loan Parties, the Administrative Agent Borrower and any other Person whose consent is required as provided above each Incremental Term Lender and/or Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of such Incremental Term Lender and/or Incremental Revolving Commitment of such Incremental Revolving Lender. Each Additional Credit Extension Amendment pursuant to this clause (d) Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term LoansLoans and/or Incremental Revolving Commitments; provided provided, that: (i) any (x) commitments to make additional Initial Term Loans shall have the same terms as the Initial Term Loans, and shall form part of the same Class of Initial Term Loans and (y) Incremental Revolving Commitments shall have the same terms as the then outstanding Class of Revolving Commitments (or, if more than one Class of Revolving Commitments is then outstanding, the Revolving Commitments with the then latest Revolving Maturity Date) and shall require no scheduled amortization or mandatory commitment reduction prior to the Latest Maturity Date of the Revolving Commitments, (ii) the Other Incremental Term Loans incurred pursuant to clause (a) of this Section 2.21 shall rank equally and ratably in right of security with the Initial Term Loans or, at the option of the Borrower, shall rank junior in right of security with the Initial Term Loans (provided, that if such Other Incremental Term Loans rank junior in right of security with the Initial Term Loans, such Other Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and subject to a Permitted Junior Intercreditor Agreement) or shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations;unsecured, (iiiii) (A) the Maturity Date final maturity date of any such Other Incremental Term Loans Loans, other than any Permitted Earlier Maturity Debt not to exceed at the time of incurrence the Permitted Earlier Maturity Debt Cap and Customary Bridge Financings, shall be no earlier than the then Latest Initial Term Loan Maturity Date and (B) except as to pricing, fees, amortization, final maturity date, participation in mandatory prepayments and ranking as to security (which shall, subject to the other clauses of this proviso, be determined by the Borrower and the Incremental Term Lenders in their sole discretion), any such Other Incremental Term Loans shall have (x) the same terms as the Initial Term Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent (it being understood that, to the extent that any term is added for the benefit of any Other Incremental Term Loans, no consent shall be required from Term Lenders to the extent that such term is (a) also added for the benefit of the Term Loans or (b) is only applicable after the Initial Term Loan Maturity Date), (iv) the Weighted Average Life to Maturity of any such Other Incremental Term Loans (other than any Permitted Earlier Maturity Debt not to exceed at the time of incurrence the Permitted Earlier Maturity Debt Cap and Customary Bridge Financings) shall be no shorter than the remaining Weighted Average Life to Maturity of the Initial Term Facility, (v) [Reserved,] (vi) such Other Incremental Term Loans may participate on a pro rata basis, a less than pro rata basis or solely to the same extent that any then outstanding existing Class of Term Loans; (iii) no Incremental Term Loan shall participate Loans participates on a greater than pro rata basis with as compared to any other existing Class of Term Loans, on a greater than pro rata basis, than the then outstanding Term Loans in any mandatory prepayment;or voluntary prepayment hereunder, (ivvii) Incremental Term Loans there shall have such interest rates, optional prepayment provisions and fees as may be agreed between no borrower (other than the Lenders providing Borrower) or guarantor (other than the applicable Guarantors) in respect of any Incremental Term Loan Commitments and the Borrower or Incremental Revolving Commitments, and (except that any viii) Other Incremental Term Loans forming and Incremental Revolving Commitments shall not be secured by any asset of the Borrower or its Subsidiaries other than the Collateral. Each party hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments evidenced thereby as provided for in Section 9.08(e), including to the extent practicable, to make an addition Incremental Loan fungible (including for tax purposes). Without limiting the foregoing, an Incremental Assumption Agreement may (i) extend or add “call protection” to an any existing Class tranche of Term Loans and (ii) amend the schedule of amortization payments relating to any existing tranche of Term Loans, including amendments to Section 2.10(a) (provided, that any such amendment shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior to the same interest rateseffectiveness of the applicable Incremental Assumption Agreement), optional prepayment provisions in the case of each clause (i) and fees (other than upfront fees) as ii), so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans; provided, that such amendments are not adverse to the existing Term Loan Lenders (as determined in good faith by the Borrower);. Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (vc) subject to Notwithstanding the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06foregoing, no Incremental Term Loan Commitment or Incremental Revolving Commitment shall become effective under this Section 2.01(b) 2.21 unless (wi) no Default or Event of Default shall exist giving pro forma effect to such (subject, in the case of any tranche of Incremental Term Loans or any Incremental Revolving Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefromthat is used to finance a Limited Condition Transaction, to Section 1.07); (xii) the conditions representations and warranties of the Borrower set forth in clauses this Agreement shall be true and correct in all material respects (aother than to the extent qualified by materiality or “Material Adverse Effect,” in which case, such representations and warranties shall be true and correct); provided, that in the event that the tranche of Incremental Term Loans or any Incremental Revolving Loan is used to finance a Limited Condition Transaction and to the extent the Incremental Term Lenders or Incremental Revolving Lenders, participating in such tranche of Incremental Term Loans or Incremental Revolving Commitment, as applicable, agree, the foregoing clause (ii) shall be limited to customary “specified representations,” and in the case of any Limited Condition Acquisition (bother than an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or similar law or regulation) applies), those representations of Section 5.02 the seller or the target company (as applicable) included in the acquisition agreement related to such Limited Condition Acquisition that are satisfied whether or not a Credit Extension is made on such date (and, material to the interests of the Lenders and only to the extent that the Borrower or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a Borrowing is made on result of a failure of such date, clause (c) is required representations to be complied with)accurate; (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (ziii) the Administrative Agent shall have received documents and legal opinions consistent with those delivered on the Closing Date as to such matters as are reasonably requested by the Administrative Agent. Upon any increase The Administrative Agent shall promptly notify each Lender as to the effectiveness of any existing Class each Incremental Assumption Agreement. (d) Each of Term Loans, the Lenders shall parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Incremental Term Loans), when originally made, are included in each Borrowing of the outstanding applicable Class of Term Loans on a pro rata basis, and (ii) all Revolving Loans in respect of Incremental Revolving Commitments, when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of SOFR Loans to ABR Loans reasonably required by the Administrative Agent to ensure that effect the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lenderforegoing.

Incremental Commitments. (1) The Borrower maymay at any time or from time to time after the Closing Date, by written notice to the Administrative Agent from time to timeAgent, request (an “Incremental Term Loan Commitments not to exceed $100,000,000 from Request”) (i) one or more Eligible Assignees, in each case, that is a Farm Credit Lender additional tranches of term loans (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan LendersLoans”). Such notice shall set forth (i) the amount , which may be of the Incremental same Facility as any outstanding Term Loans (a “Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (iiIncrease”) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iiicollectively with any Term Loan Increase, the “Incremental Term Facilities”) and/or (ii) the date on which establishment of one or more revolving credit commitments or one or more increases in the amount of the Revolving Credit Commitments (a “Revolving Commitment Increase” and, collectively with any such new revolving credit commitments, the “Incremental Revolving Credit Commitments”; the Incremental Revolving Credit Commitments, collectively with any Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan PartiesFacilities, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the “Incremental Term Facilities”), in each case incurred by a Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term LoansParty; provided thatprovided, however: (i) the each Incremental Term Loans Facility shall be in an aggregate principal amount that is not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans less than $10,000,000 and shall be secured on a pari passu basis by in increments of $1,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the same Collateral limit set forth in the next sentence) and each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in increments of $1,000,000 in excess thereof (and no additional collateral) securing provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the then existing Obligationslimit set forth in the next sentence); (ii) (A) the Maturity Date aggregate principal amount of Incremental Revolving Credit Commitments shall not exceed $25,000,000 at any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loanstime; (iii) no the aggregate principal amount of all Incremental Term Loan Facilities shall participate on a greater than pro rata basis with not exceed the then outstanding Term Loans in any mandatory prepayment;Incremental Cap; and (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that proceeds of any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject Facility incurred pursuant to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which Dollar Basket shall not require the consent of be used to make Restricted Payments in connection with any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each LenderPermitted SPAC Transaction.

Incremental Commitments. (1a) The Provided that no Event of Default shall have occurred and be continuing, the Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed $100,000,000 from one or more Eligible Assignees, in each case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such the Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, Amount from the “Incremental Term Loan Lenders”)Agent. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 and minimum increments of $10,000,000, 5,000,000 or remaining permitted amount or, in each case, such lesser amount approved by equal to the Administrative Agentremaining Incremental Term Loan Amount), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, shall not be not less than ten Business Days nor more than 60 days after the date of such notice is deliverednotice), and (iii) whether such Incremental Term Loan Commitments are commitments to make additional Loans or commitments to make a new series of term loans with terms different from the Loans. (2b) The Loan PartiesAgent shall be entitled to agree or decline to participate in any Incremental Term Loans in its sole discretion. The Borrower and the Agent, if the Administrative Agent and agrees to provide any other Person whose consent is required as provided above Incremental Term Loans, shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the The terms and provisions of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries identical to those of the Borrower that do Loans except as otherwise set forth herein or in the Incremental Term Loan Assumption Agreement unless otherwise agreed between the Agent and the Borrower. If the terms of the Incremental Term Loans are not guarantee identical to the existing Loans and shall be secured on a pari passu basis by the same Collateral Closing Date Term Loans, in any event, (and no additional collateral) securing the then existing Obligations; (ii) (Ai) the Maturity Date final maturity date of any the Incremental Term Loans shall be no earlier than the then Latest Maturity Date and Date, (Bii) the Weighted Average Life average life to Maturity maturity of any the Incremental Term Loans shall be no shorter than the remaining Weighted Average Life average life to Maturity maturity of any then outstanding Class of the Closing Date Term Loans; Loans and (iii) no Incremental Term Loan shall participate if the initial yield on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower Agent in its reasonable discretion) exceeds the yield then in effect for Closing Date Term Loans and Delayed Draw Term Loans, if any (except the amount of such excess being referred to herein as the “Yield Differential”), then the yield then in effect for Closing Date Term Loans and Delayed Draw Term Loans, if any, shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Term Loans. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be deemed amended to the extent that (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment and the Incremental Term Loans evidenced thereby, and the Agent and the Borrower may revise this Agreement is amended (which shall not require the consent of any Lender) to incorporate evidence such more restrictive provisions for the benefit of the then existing Lenders); andamendments. (vic) subject to Section 1.06Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) 2.11 unless (wi) no Default or Event on the date of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) effectiveness, the conditions set forth in clauses (aSection 4.02(a) and (b) of Section 5.02 are shall be satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower and (ii) except as otherwise specified in the applicable Incremental Term Loan Assumption Agreement, the Agent shall have received legal opinions as to such matters as are opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender.

Incremental Commitments. (1a) The Borrower mayCompany and any one or more Banks (including New Banks) may from time to time agree that such Banks shall make, obtain or increase the amount of their Commitments (“Incremental Commitments”), by written notice executing and delivering to the Administrative Agent from time to time, request Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible Assignees, in each case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth Increased Facility Activation Notice specifying (i) the amount of the such Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 Commitment and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term LoanIncreased Facility Closing Date; provided that, the terms applicable immediately prior to and after giving effect to any such Incremental Term Loans increase in the Commitments (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (wi) no Default or Event of Default shall exist giving pro forma effect have occurred and be continuing and (ii) each of the representations and warranties made by the Company in or pursuant to the Credit Documents shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) as of such earlier date). Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of Incremental Commitments obtained after the Restatement Effective Date pursuant to this paragraph shall not exceed $100,000,000, (ii) without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000 and (iii) all Incremental Commitments shall be documented solely as an increase to the Commitments, all Loans under Incremental Commitments (“Incremental Loans”) shall be identical to the Loans, and the terms and provisions of the Incremental Commitments and Incremental Loans shall be no more favorable than those applicable to the Commitments and Loans, respectively, including, without limitation, in respect of any interest rate margin applicable to any such Incremental Term Loan Commitment Loans and the incurrence of Indebtedness thereunder and use of proceeds therefrom; any undrawn commitment fee payable to any Bank or New Bank (xas defined below) the conditions set forth in clauses (a) and connection with such Incremental Commitments. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 5.02 are satisfied whether 2.21(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit F-2, whereupon such bank, financial institution or not other entity (a Credit Extension is made “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Unless otherwise agreed by the Administrative Agent, on such date each Increased Facility Closing Date, the Company shall borrow Loans under the relevant increased Commitments from each Bank (including New Banks) participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, only in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Bank if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Rate applicable to any Eurodollar Loan borrowed pursuant to the extent a Borrowing is made preceding sentence shall equal the Eurodollar Rate then applicable to the Eurodollar Loans of the other Banks in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Company and the relevant Bank). If on such dateIncreased Facility Closing Date there are any Loans outstanding, clause the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Company, necessary and appropriate to result in each Bank (cincluding each New Bank) is required to be complied with); (y) having a pro-rata share of the outstanding Loans based on a Pro Forma Basis, each such Bank’s Commitment Percentage immediately after giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be increase in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each LenderCommitments.

Incremental Commitments. (1a) The So long as the Incremental Commitment Request Requirements are satisfied at the time of the delivery of the request referred to below, the Borrower mayshall have the right, by written notice to in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.13, but without requiring the consent of any of the Lenders, to request at any time and from time to timetime after the Initial Borrowing Date and prior to the date that is three months prior to the Revolving Loan Maturity Date, request Incremental Term Loan Commitments not to exceed $100,000,000 from that one or more Lenders (and/or one or more other Persons that are Eligible AssigneesTransferees and that will become Lenders as provided below) provide Incremental Commitments, in each caseit being understood and agreed, however, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but i) no such Lender shall be required obligated to participate in provide an Incremental Commitment as a result of any such Incremental Term Loan without its consent) request by the Borrower, and shall be subject to until such consentstime, if any, as would such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.13, such Lender shall not be required obligated to fund any Revolving Loans or participate in connection with an assignment Swingline Loans or Letters of a Term Credit in excess of its Revolving Loan Commitment as in effect prior to giving effect to such PersonIncremental Commitment provided pursuant to this Section 2.13, (ii) willing any Lender (including any Eligible Transferee that will become a Lender) may so provide an Incremental Commitment without the consent of any other Lender, (iii) each provision of Incremental Commitments on a given date pursuant to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which this Section 2.13 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferee that will become a Lender)) of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof, and (iv) the aggregate amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the all Incremental Term Loans to be borrowed Commitments provided pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be this Section 2.13 shall not less than ten Business Days after the date such notice is delivered)exceed $100,000,000. (2b) The Loan PartiesAt the time of the provision of Incremental Commitments pursuant to this Section 2.13, the Borrower, the Administrative Agent and any each such Lender or other Person whose consent is required as provided above Eligible Transferee that agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and Incremental Commitment Agreement, with the effectiveness of such other documentation as Incremental Lender’s Incremental Commitment to occur on the Administrative Agent shall reasonably specify to evidence date set forth in such Incremental Commitment Agreement (the “Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by Commitment Date”), which date in any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans event shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate date on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including any agreed upon up-front or Event of Default shall exist giving pro forma effect arrangement fees owing to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; Administrative Agent (or any affiliate thereof)), (x) the all Incremental Commitment Requirements shall have been satisfied, (y) all other conditions set forth in clauses (a) and (b) of this Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and2.13 shall have been satisfied, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the all other conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied. The Administrative Agent shall have received documents and legal opinions promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and at such matters as are reasonably time, (i) the Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental Commitments, (ii) Schedule I shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental Lender, Notes shall be issued, at the expense of the Borrower, to such Incremental Lender in conformity with the requirements of Section 2.04(a). (c) At the time of any provision of Incremental Commitments pursuant to this Section 2.13, the Borrower shall, in coordination with the Administrative Agent. Upon , repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders (including the Incremental Lenders), in each case to the extent necessary so that all of the Lenders participate in each outstanding borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase of any existing Class of Term Loans, in the Lenders shall take any action as may be reasonably required by the Administrative Agent Total Revolving Loan Commitment pursuant to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance this Section 2.13) and with the respective amount Borrower being obligated to pay to the applicable Lenders any costs of Term Loans of the type referred to in Section 2.09 in connection with any such Class held by each Lenderrepayment and/or incurrence.

Incremental Commitments. (1a) The Borrower maySo long as the Incremental Commitment Request Requirements are satisfied at the time of the delivery of the request referred to below, by written notice Holdings shall have the right, with the consent of, and in coordination with, the Agent, but without requiring the consent of any of the Banks (save as provided in Section 2.16(b) below), to the Administrative Agent request at any time and from time to timetime after the Closing Date and prior to the Expiration Date, request Incremental Term Loan Commitments not to exceed $100,000,000 from that one or more Banks (and/or one or more other banks or financial institutions which are acceptable to each of the Agent and Holdings (each an “Eligible AssigneesTransferee”) and which will become Banks as provided below) provide Incremental Commitments and, subject to the applicable terms and conditions contained in each casethis Agreement, make Loans pursuant thereto; it being understood and agreed, however, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but i) no such Lender Bank shall be required obligated to participate in provide an Incremental Commitment as a result of any such Incremental Term Loan without its consent) request by the Borrowers, and shall be subject to until such consentstime, if any, as would such Bank has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Agent an Incremental Commitment Agreement in respect thereof as provided in Section 2.16(b), such Bank shall not be required obligated to fund any Loans in connection with an assignment excess of a Term Loan its Commitment as in effect prior to giving effect to such PersonIncremental Commitment provided pursuant to Section 2.16(b) willing below, (ii) any Bank (including any Eligible Transferee who will become a Bank) may so provide an Incremental Commitment without the consent of any other Bank, (iii) each provision of Incremental Commitments on a given date pursuant to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (iSection 2.16(b) the amount of the Incremental Term Loan Commitments being requested (which below shall be in a minimum aggregate amount (for all Banks (including any Eligible Transferee who will become a Bank)) of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof, (iv) the aggregate amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the all Incremental Term Loans to be borrowed Commitments provided pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans Section 2.16(b) below, shall not exceed $100,000,000 and (iiiv) all Loans made and Letters of Credit issued pursuant to Incremental Commitments (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the date on which such Incremental Term other applicable Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered)Documents. (2b) The Loan PartiesAt the time of the provision of Incremental Commitments pursuant to this Section 2.16, the Administrative Borrowers, the Agent and any each such Bank or other Person whose consent is required as provided above Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Bank”) shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and Incremental Commitment Agreement, with the effectiveness of such other documentation as Incremental Bank’s Incremental Commitment to occur on the Administrative Agent shall reasonably specify to evidence date (the “Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (dCommitment Date”) shall specify the terms of the applicable set forth in such Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by Commitment Agreement, which date in any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans event shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate date on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default 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 Event of Default shall exist giving pro forma effect arrangement fees owing to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; Agent (or any affiliate thereof)), (x) the all Incremental Loan Commitment Requirements are satisfied, (y) all other conditions set forth in clauses (athis Section 2.16(b) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (andshall have been satisfied, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative all other conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied. The Agent shall have received documents and legal opinions promptly notify each Bank as to the effectiveness of each Incremental Commitment Agreement, and at such matters as are reasonably time, (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental Commitments, (ii) Schedule 1.01(B) shall be deemed modified to reflect the revised Revolving Credit Commitments of the affected Banks and (iii) to the extent requested by any Incremental Bank, Notes will be issued, at the Administrative Borrowers’ expense, to such Incremental Bank. (c) At the time of any provision of Incremental Commitments pursuant to this Section 2.16, the Borrowers shall, in coordination with the Agent. Upon , repay outstanding Loans of certain of the Banks, and incur additional Loans from certain other Banks (including the Incremental Banks), in each case to the extent necessary so that all of the Banks participate in each outstanding Borrowing Tranche of Loans pro rata on the basis of their respective Commitments (after giving effect to any increase of any existing Class of Term Loans, in the Lenders shall take any action as may be reasonably required by the Administrative Agent Commitments pursuant to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance this Section 2.16 above) and with the Borrowers being obligated to pay to the respective amount Banks any costs of Term Loans of the type referred to in Section 3.04 herein in connection with any such Class held by each Lenderrepayment and/or Loans.

Incremental Commitments. (1a) The Borrower may, from time to time, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments, first, from one or more Lenders (in the sole discretion of such Lenders) or second, from Eligible Assignees who will become Lenders, in an aggregate principal amount for all Incremental Commitments not to exceed $100,000,000 from one or more Eligible Assignees, in each case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”)15,000,000. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $100,000 and a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent1,000,000), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective and (which shall, unless otherwise agreed by iii) whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Administrative Agent, Term Loans (“Other Term Loans”). All Incremental Term Loans shall be not less than ten Business Days after the date such notice is delivered)made in Dollars. (2b) The Loan Parties, the Administrative Agent Borrower and any other Person whose consent is required as provided above each Incremental Term Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of such Lender. Each Additional Credit Extension Amendment pursuant Subject to this clause (dc) below, each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term Loans; provided Loans to be made thereunder. 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, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby and any increase to the Applicable Margins required by the foregoing provisions of this paragraph. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto. (c) The terms of each Incremental Term Loan shall be as follows: (i) the any Incremental Term Loans Loan Commitment ranking pari passu in right of payment and of security shall (A) rank pari passu in right of payment and of security with the existing Term Loans, (B) not be secured by any Lien on any property or asset of the Credit Parties that does not also secure the Secured Obligations and (C) not be guaranteed by any Subsidiaries of Person other than the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing ObligationsCredit Parties; (ii) (A) the Maturity Date of any such Incremental Term Loans Loan shall be no not mature earlier than the then Latest Maturity Date and Date; (Biii) the such Incremental Term Loan shall have a Weighted Average Life to Maturity of any Incremental Term Loans shall be no not shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of existing Term Loans; (iv) such Incremental Term Loans, subject to clauses (ii) and (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans above, shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be amortization determined by the Borrower and the Lenders providing applicable Incremental Term Lenders; (v) after giving effect to such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (wA) no Default or Event of Default shall exist giving pro forma effect have occurred and be continuing or would result therefrom, and (B) on a Pro Forma Basis, the Total Leverage Ratio shall be no greater than the lower of (1) 2.75 to 1.00 and (2) the then applicable level set forth in Section 5.9. (vi) such Incremental Term Loan Commitment Loans, subject to clause (viii) below, shall have an Applicable Margin determined by the Borrower and the incurrence applicable Incremental Term Lenders; (vii) such Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Indebtedness thereunder and use the initial Term Loans incurred hereunder, as specified in the applicable Incremental Assumption Agreement; and (viii) without the prior written consent of proceeds therefrom; the Lenders, for any Incremental Term Loans made on or prior to the date that is eighteen (x18) months following the Closing Date, if the Effective Yield on any Other Term Loans (as reasonably determined by the Administrative Agent) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Effective Yield (as reasonably determined by the Administrative Agent) on any then outstanding Class of Term Loans, then the Applicable Margin for such Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Other Term Loans. (d) Other than with respect to any Incremental Term Loan in connection with a Limited Condition Acquisition, no Incremental Term Loan Commitments shall become effective under this Section 2.22 unless, on the date of such effectiveness, (i) the conditions set forth in clauses paragraphs (a) and (b) of Section 5.02 are 4.2 shall be satisfied whether or not as if it were a Credit Extension is made on borrowing date and the Administrative Agent shall have received a certificate to that effect dated such date (and, only to and executed by a Responsible Officer of the extent a Borrowing is made on such date, clause (c) is required to be complied with)Borrower; (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (zii) the Administrative Agent shall have received documents (with sufficient copies for each of the Incremental Term Lenders) closing certificates, opinions of counsel and legal opinions as to such matters as are other customary documentation reasonably requested by the Administrative Agent. Upon any increase . (e) Each of any existing Class of Term Loans, the Lenders shall parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably required by the Administrative Agent necessary to ensure that the Borrowings all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each borrowing of such Class are held by the Lenders of such Class outstanding Term Loans on a pro rata basis basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding SOFR Loan to be converted into an Alternate Base Rate Loan on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding SOFR Loan on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in accordance the borrowing of which they are a part (and notwithstanding any other provision of this Credit Agreement that would prohibit such an initial Interest Period). Any conversion or prepayment made pursuant to the preceding sentence shall be subject to Section 2.15 (it being understood that, the Administrative Agent shall consult with the respective Borrower regarding the foregoing and, to the extent practicable, will use commercially reasonable efforts to pursue options that minimize breakage costs). In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.2(b)(i) required to be made after the making of such Incremental Term Loans shall be ratably increased in proportion to the aggregate principal amount of such Incremental Term Loans of such Class held by each LenderLoans. (f) This Section 2.22 shall supersede any provisions in Section 2.11(b), 9.1 or 9.7(b) to the contrary.

Incremental Commitments. (1a) The Borrower may, by written notice to the Administrative Agent from time to timetime (but on not more than two occasions), request Incremental Term Loan Commitments in an amount not to exceed $100,000,000 the Incremental Amount from one or more Eligible AssigneesIncremental Lenders, in each case, that is a Farm Credit Lender (which, in each case, which may include any existing Lender; provided that each Incremental Lender, if not already a Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and hereunder, shall be subject to such consents, if any, as would the approval of the Administrative Agent (which approval shall not be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1.0 million and a minimum amount of $10,000,000 and minimum increments of $10,000,000, 5.0 million or remaining permitted amount or, in each case, such lesser amount approved by equal to the Administrative Agent), remaining Incremental Amount) and (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, shall not be not less than ten 10 Business Days nor more than 60 days after the date of such notice is deliverednotice). (2b) The Loan Parties, the Administrative Agent Borrower and any other Person whose consent is required as provided above each Incremental Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of each Incremental Lender. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each Additional Credit Extension Amendment pursuant of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to this clause the extent (dbut only to the extent) shall specify necessary to reflect the existence and terms of the applicable Incremental Term Loans; provided that:Commitment and the Incremental Loans evidenced thereby. (ic) Notwithstanding the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) 2.15 unless (wi) the representations and warranties of the Borrower and each other Loan Party contained in this Agreement and the other Loan Documents shall be true in all material respects on such date, (ii) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether have occurred or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds continuing or would result therefrom, the Borrower would be in compliance with Section 8.11 and (ziii) the Administrative Agent shall have received documents (with sufficient copies for each of the Incremental Lenders) an officer’s certificate executed by a Responsible Officer of the Borrower certifying, together with (unless otherwise specified in the applicable Incremental Assumption Agreement) legal opinions, board resolutions and legal opinions as to such matters as are other closing certificates reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term LoansAgent and consistent with those delivered on the Closing Date under Section 4.01, the Lenders shall take any action as may be reasonably required by (iv) all fees and expenses owing to the Administrative Agent or the Incremental Lenders in connection with such Incremental Commitments shall have been paid and (v) the Incremental Assumption Agreement and any other documents entered into in connection therewith shall be reasonably satisfactory to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each LenderAdministrative Agent.

Incremental Commitments. (1a) The Borrower mayBorrowers shall have the right, by written notice without requiring the consent of the Administrative Agent (except as otherwise provided in this Section 2.15) or the Lenders (except for the Issuing Lenders as provided below), to request at any time and from time to time after the Effective Date and prior to the Revolving Commitment Termination Date that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Incremental Commitment Agreement, make Revolving Loans and participate in Letters of Credit and Swingline Loans pursuant thereto; provided, that, (i) no Lender shall be obligated to provide an Incremental Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and has executed and delivered to the Administrative Agent from time Agent, the Company and the other Borrowers an Incremental Commitment Agreement as provided in clause (b) of this Section 2.15, such Lender shall not be obligated to time, request Incremental Term fund any Revolving Loans in excess of its Revolving Loan Commitments not to exceed $100,000,000 from one Commitment (if any) or more Eligible Assigneesparticipate in any Letters of Credit or Swingline Loans in excess of its RL Percentage, in each case, as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.15; provided, that, the Lenders shall have at least 10 Business Days following the Borrowers’ request for Incremental Commitments to decide whether or not to provide any such Incremental Commitments (and, to the extent that is a Farm Credit any such Lender (whichfails to respond within such 10 Business Day period, in each case, may include any existing Lender (but no such Lender shall be required deemed to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing have rejected to provide such an Incremental Term Loans in their sole discretion Commitment), (such Lendersii) any Lender (including any Person which is an Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of the Administrative Agent or any other Lender; provided, that, any Person that is not a Lender prior to the “effectiveness of its Incremental Term Loan Lenders”). Such notice Commitment shall set forth require the consent of the Administrative Agent and each Issuing Lender (ieach of which consents shall not be unreasonably withheld) to provide an Incremental Commitment pursuant to this Section 2.15, (iii) the aggregate amount of the each request (and provision therefor) for Incremental Term Loan Commitments being requested (which shall be in a minimum aggregate amount for all Lenders which provide an Incremental Commitment pursuant to a given Incremental Commitment Agreement pursuant to this Section 2.15 (including Persons who are Eligible Transferees and will become Lenders) of at least $10,000,000 and minimum increments of $10,000,000, 25,000,000 (or remaining permitted amount or, in each case, such lesser amount approved by that is acceptable to the Administrative Agent), (iiiv) whether the aggregate amount of all Incremental Term Commitments permitted to be provided pursuant to this Section 2.15 shall not exceed in the aggregate $200,000,000, (v) the Borrowers shall not increase the Total Revolving Loan Commitment pursuant to this Section 2.15 more than five times, (vi) if the Applicable Margins with respect to Revolving Loans to be borrowed incurred pursuant to an Incremental Commitment shall be more than 50 basis points higher than those applicable to any other Revolving Loans, the Applicable Margins for such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term other Revolving Loans and extension of credit hereunder shall be automatically increased by an amount equal to such excess (iiisuch increase, the “Additional Margin”), (vii) all Revolving Loans incurred pursuant to an Incremental Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the date other applicable Credit Documents and shall be secured by the relevant Security Documents, and guaranteed under the Guaranty, on a pari passu basis with all other Obligations secured by each relevant Security Document and guaranteed under the Guaranty, and (viii) each Lender (including any Person which such is an Eligible Transferee who will become a Lender) agreeing to provide an Incremental Term Loan Commitments are requested Commitment pursuant to become effective (which an Incremental Commitment Agreement shall, unless otherwise agreed by subject to the Administrative Agentsatisfaction of the relevant conditions set forth in this Agreement, be not less than ten Business Days after participate in Swingline Loans and Letters of Credit pursuant to Sections 2.01(b) and 3.04, respectively, and make Revolving Loans as provided in Section 2.01(a) and such Revolving Loans shall constitute Revolving Loans for all purposes of this Agreement and the date such notice is delivered)other applicable Credit Documents. (2b) The Loan At the time of the provision of Incremental Commitments pursuant to this Section 2.15, (i) the Credit Parties, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Borrowers and the Administrative Agent an Incremental Commitment Agreement, appropriately completed (with the effectiveness of the Incremental Commitment provided therein to occur on the date set forth in such Incremental Commitment Agreement, which date in any event shall be no earlier than the date on which (A)all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid, (B) all Incremental Commitment Requirements have been satisfied, (C)all conditions set forth in this Section 2.15 shall have been satisfied and ((D) all other Person whose consent is required conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied) and (ii) the Credit Parties and the Collateral Agent and each Incremental Lender (as provided above applicable) shall execute and deliver to the Administrative Agent an such additional Security Documents and/or amendments to the Security Documents which are necessary to ensure that all Loans incurred pursuant to the Incremental Commitments and any Additional Credit Extension Amendment and such other documentation as Margin are secured by each relevant Security Document (the “Incremental Security Documents”). The Administrative Agent shall reasonably specify promptly notify each Lender as to evidence the effectiveness of each Incremental Commitment Agreement and, at such time, Schedule 1.01(a) shall be deemed modified to reflect the Incremental Term Commitments of such Incremental Lenders. (c) It is understood and agreed that the Incremental Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Commitment Agreement shall constitute part of, and be added to, the Total Revolving Loan Commitment. Each Additional Commitment and each Incremental Lender shall constitute a Lender for all purposes of this Agreement and each other applicable Credit Extension Amendment Document. (d) At the time of any provision of Incremental Commitments pursuant to this clause (d) shall specify Section 2.15, each Borrower shall, in coordination with the terms Administrative Agent, repay outstanding Revolving Loans of certain of the applicable Incremental Term Loans; provided that: Lenders, and incur additional Revolving Loans from certain other Lenders (i) including the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans Lenders), in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except each case to the extent necessary so that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit all of the then existing Lenders); and Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, after giving effect to such Incremental Term Loans and any increase in the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such dateTotal Revolving Loan Commitment pursuant to this Section 2.15) and use with the Borrowers being obligated to pay to the respective Lenders any costs of proceeds therefrom, the Borrower would be type referred to in compliance Section 2.11 in connection with Section 8.11 and any such repayment and/or Borrowing. (ze) At the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase time of any existing Class provision of Term LoansIncremental Commitments pursuant to this Section 2.15, all dollar thresholds included in any determination made with respect to Excess Availability shall be increased automatically in an amount equal to the Lenders shall take any action as may be reasonably required percentage by which the Administrative Agent to ensure that Incremental Commitments increase the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each LenderTotal Revolving Loan Commitments.

Incremental Commitments. (1a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Commitments, as applicable, in an amount not to exceed $100,000,000 the Incremental Amount available at the time such Incremental Term Loans are funded or Incremental Revolving Commitments are established from one or more Eligible Assignees, in each case, that is a Farm Credit Lender Incremental Term Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender (Lender, but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, Persons which would qualify as would be required in connection with an assignment assignees of a Term Loan to such PersonLender in accordance with Section 9.04) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their sole discretion (discretion, all of the proceeds of which shall be used for working capital and general corporate purposes and for the payment of fees and expenses in connection with such Lenders, the “Incremental Term Loan Lenders”Commitments and/or Incremental Revolving Commitments; provided that each Incremental Revolving Lender providing a commitment to make revolving loans shall, to the extent the same would be required for an assignment under Section 9.04, be subject to the approval of the Administrative Agent, the Issuing Banks and the Swingline Lender (which approvals shall not be unreasonably withheld, conditioned or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,00025,000,000, or equal to the remaining permitted amount Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Commitments are requested to become effective and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be (x) commitments to make the initial Incremental Term Loans hereunder or term loans with terms identical to (and which shallshall together with any then outstanding Incremental Term Loans, unless otherwise agreed by as applicable, form a single Class of) the Administrative Agentthen initial Incremental Term Loans (if any) or (y) commitments to make term loans with pricing, be not less than ten Business Days after maturity, amortization, participation in mandatory prepayments, prepayment premiums and penalties and/or other terms different from the date such notice is deliveredthen outstanding Incremental Term Loans (if any) (“Other Incremental Term Loans”). (2b) The Loan Parties, the Administrative Agent Borrower and any other Person whose consent is required as provided above each Incremental Term Lender and/or Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of such Incremental Term Lender and/or Incremental Revolving Commitment of such Incremental Revolving Lender. Each Additional Credit Extension Amendment pursuant to this clause (d) Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term LoansLoans and/or Incremental Revolving Commitments; provided provided, that: (i) the any (x) commitments to make additional Incremental Term Loans (as opposed to Other Incremental Term Loans) shall not be guaranteed by any Subsidiaries have the same terms as the then outstanding Incremental Term Loans, and shall form part of the Borrower that do not guarantee the existing same Class of Incremental Term Loans and (y) Incremental Revolving Commitments shall be secured on a pari passu basis by have the same Collateral (and no additional collateral) securing terms as the then existing Obligationsoutstanding Class of Revolving Commitments (or, if more than one Class of Revolving Commitments is then outstanding, the Revolving Commitments with the then latest maturity date) and shall require no scheduled amortization or mandatory commitment reduction prior to the latest maturity date applicable to the Commitments or Loans of any Class hereunder; (ii) (A) the Maturity Date of any Incremental Term Loans (other than the Other Incremental Term Loans), unless agreed to by any such Other Incremental Term Loan Lenders, incurred pursuant to clause (a) of this Section 2.20 shall rank equally and ratably in right of security with the existing Loans; (iii) the final maturity date of any such Incremental Term Loans (other than Other Incremental Term Loans) shall be no earlier than the latest maturity date applicable to the Commitments or Loans of any Class hereunder and in effect at the date of incurrence of such Incremental Term Loans (but may have amortization and customary prepayments prior to such date) and, except as to pricing, prepayment premiums and penalties, amortization, final maturity date and participation in mandatory prepayments (which shall, subject to the other clauses of this proviso, be determined by the Borrower and the applicable Incremental Term Lenders in their sole discretion), shall have (x) substantially the same terms as the Revolving Loans (in the case of the initial Incremental Term Loans) or the initial Incremental Term Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent; provided that (i) if the interest rate margins in respect of any Incremental Term Loans incurred on or prior to the date that is twelve (12) months after the Effective Date (determined with reference to each pricing tier of any applicable pricing grid) exceeds the interest rate margins for any other Incremental Term Loans outstanding at such time (the “Existing Incremental Term Loans”) (as reasonably determined by the Administrative Agent) by more than 0.50%, then Latest Maturity Date the interest rate margins for the Existing Incremental Term Loans shall be increased (including by way of inclusion of a pricing grid) so that the interest rate margins in respect of such Existing Incremental Term Loans are equal to the interest rate margins for such Incremental Term Loans minus 0.50% (determined at each level of each applicable pricing grid); provided further that in determining the interest rate margin(s) applicable to each Incremental Term Loan and the interest rate margin(s) for the Existing Incremental Term Loans, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such Incremental Term Loans or the Existing Incremental Term Loans in each case in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity, or, if the remaining life to maturity is less than four years, based on the actual Weighted Life to Maturity), (2) customary arrangement, underwriting, commitment or any similar fees payable to any arranger (or its affiliates) in connection with the Incremental Term Loans or to one or more arrangers (or their affiliates) of any Existing Incremental Term Loans shall be excluded and (B3) if the Incremental Term Loans include an interest rate floor greater than the applicable interest rate floor under the Existing Incremental Term Loans, such differential between interest rate floors shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the interest rate margin under the Existing Incremental Term Loans shall be required, but only to the extent an increase in the interest rate floor in the Existing Incremental Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest rate margin) applicable to the Existing Incremental Term Loans shall be increased to the extent of such differential between interest rate floors; (iv) the Weighted Average Life to Maturity of any such Other Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans with the longest remaining Weighted Average Life to Maturity, (v) the Borrower shall be in compliance immediately prior to and after giving effect (including giving effect on a pro forma basis) to the incurrence of such Incremental Facility and the use of proceeds thereof with the financial covenants set forth in Section 6.10 (without giving effect to any then outstanding Class Acquisition Holiday) as of Term Loansthe last day of the fiscal quarter most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04), as applicable; (iiivi) there shall be no Incremental Term borrower (other than the Borrower) or guarantor (other than the Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans Parties) in respect of any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any or Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans)Revolving Commitments; (vvii) subject to any Unrestricted Subsidiary shall be an “unrestricted subsidiary” under the above, terms of any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders)Facility; and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender.

Incremental Commitments. (1a) The At any time after the consummation of the Asset Drop Down and compliance by the Borrower maywith its obligations under Section 4.14(b), Borrower may from time to time, upon written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Commitments by an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) (the “Incremental Revolver”), such that the Aggregate Revolving Loan Commitments after giving effect to such increase are no greater than Thirty Million Dollars ($30,000,000). Each Lender shall have the right for a period of fifteen (15) days following receipt of such notice, to elect by written notice to the Administrative Borrower and the Agent, to commit to establish all or a portion of such Incremental Revolver. Final allocations of the Incremental Revolver shall be determined by the Agent after consultation with Borrower. No Lender (or any successor thereto) shall have any obligation to establish all or any portion of such Incremental Revolver or to increase any other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to establish all or any portion of such Incremental Revolver shall be made in its sole discretion independently from time any other Lender. (b) If the Lenders do not commit to timeestablish the entire Incremental Revolver pursuant to subsection (a) of this Section 1.13, request Incremental Term Loan Commitments the Borrower may designate another bank or other financial institution (which may be, but need not to exceed $100,000,000 from be, one or more Eligible Assigneesof the existing Lenders), in each caseprovided, however that if such Person is not an existing Lender, such Person must be acceptable to the Agent and join this Agreement as a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan LendersAdditional Lender”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2c) The Loan PartiesIn the event that the Borrower desires to increase the Commitments by the Incremental Revolver, the Administrative Borrower will enter into an amendment with the Agent, those Lenders providing the Incremental Revolver and Additional Lenders, if any (which shall upon execution thereof become Lenders hereunder if not theretofore Lenders) to provide for such Incremental Revolver, which amendment shall set forth any terms and conditions of the Incremental Revolver not covered by this Agreement as agreed by the Borrower, Agent and any other Person whose consent is required as provided above such Lenders, and shall execute and deliver to provide for the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify issuance of promissory notes to evidence the Incremental Term Loan CommitmentRevolver if requested by such Lenders (which notes shall constitute Notes for purposes of this Agreement), such amendment to be in form and substance reasonably acceptable to Agent and consistent with the terms of this Section 1.13(c) and of the other provisions of this Agreement. Each Additional Credit Extension Amendment pursuant No consent of any Lender not committing to the Incremental Revolver is required to permit the Incremental Revolver contemplated by and otherwise complying with this Section 1.13(c) or the aforesaid amendment to effectuate the Incremental Revolver. This clause (c) shall supersede any provisions contained in this Agreement, including, without limitation, Section 9.1. (d) shall specify the terms The increase of the applicable Commitments by the Incremental Term Loans; provided that: Revolver will be subject to the satisfaction of the following conditions precedent: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life after giving pro forma effect to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest ratesincrease, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving have occurred and be continuing and Borrowers will be in pro forma effect to such Incremental Term Loan Commitment and compliance with the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions covenants set forth in clauses Sections 6.2 and 6.3, (aii) and (b) execution of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, amendment hereto referenced in clause (c) is required to be complied with); (y) on a Pro Forma Basisabove by Agent, giving effect to such the Lenders and Additional Lenders providing the Incremental Term Loans Revolver and the incurrence Credit Parties, (iii) delivery to Agent of Indebtedness thereunder a certificate of the Secretary or an Assistant Secretary of each Credit Party, in form and substance satisfactory to Agent, certifying the resolutions of such Person’s board of directors (assuming or equivalent governing body) approving and authorizing the Incremental Revolver (if not previously delivered to Agent), and certifying that none of the organizational documents of such commitments are fully drawn on Credit Party delivered to the Agent prior thereto have been modified or altered in any way (or if modifications have occurred, certifying new copies of such dateorganizational documents), (iv) delivery to Agent of an opinion of counsel to the Credit Parties in form and use of proceeds therefromsubstance and from counsel reasonably satisfactory to the Agent, addressed to Agent and Lenders extending the Borrower would be in compliance with Section 8.11 Incremental Revolver and (z) the Administrative Agent shall have received documents and legal opinions as to covering such matters as are the Agent may reasonably requested request, (v) receipt by the Administrative Agent. Upon Agent of such new Notes and reaffirmations of guaranties, as Agent may reasonably request, together with amendments to any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure Mortgages reflecting that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance Incremental Revolver is secured pari passu with the respective amount Revolving Loan, and such endorsements to title policies or additional title searches as the Agent may reasonably request and (vi) the Asset Drop Down has been consummated and the requirements of Term Loans of such Class held by each LenderSection 4.14(a) have been satisfied.

Incremental Commitments. (1) The Borrower Company may, by written upon five (5) Business Days’ notice to the Administrative Agent from time to timeAgent, request Incremental Term increase the Revolving Loan Commitments not to exceed $100,000,000 from Commitment amount by adding one or more Eligible Assigneeslenders or increasing the Revolving Loan Commitment of a Lender, determined by the Company in its sole discretion, subject to the consent of the Administrative Agent, Swingline Lender and Issuing Banks (such consent not to be unreasonably withheld), which lender or lenders are willing to commit to such increase (each casesuch lender, a “New Lender,” and such commitment, the “Incremental Commitment”); provided, however, that is (i) the Company may not elect any Incremental Commitment after the occurrence and during the continuance of an Event of Default, including, without limitation, any Event of Default that would result after giving effect to any Incremental Commitment, (ii) each Incremental Commitment shall be in an amount not less than $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (iii) after giving effect to all Incremental Commitments the aggregate Revolving Loan Commitments shall not exceed the Dollar Equivalent of $8,000,000,000 and (iv) on the effective date of the Incremental Commitment, each New Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Revolving Loan Commitments. An Incremental Commitment shall become effective upon the execution by each applicable New Lender of a Farm Credit Lender counterpart of this Agreement and delivering such counterpart to the Administrative Agent. Over the term of the Agreement the Company shall increase the Revolving Loan Commitments no more than five (which5) times. Notwithstanding anything to the contrary in this Agreement, any Incremental Commitment made pursuant to this Section 2.14 may be effected by adding one or more tranches of Revolving Loan Commitments that are denominated in each casean Alternative Currency and/or term loan commitments (which shall be deemed to be “Revolving Loan Commitments” for purposes of this Section 2.14 (other than clause (iv) above)), and the Lenders agree that any amendment required to implement an Incremental Commitment may include be effected by the consent of the Company and only those Lenders that agree to participate in any existing Lender (but such tranche, provided that the aggregate amount of the commitments do not exceed the Dollar Equivalent of $8,000,000,000 at any time. Notwithstanding anything to the contrary herein, no such Lender shall be required to participate in any such Incremental Term Loan without increase its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment Commitment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender2.14.

Incremental Commitments. (1i) The Borrower may, by written notice to As of the Administrative Agent from time to time, request Incremental Term Amendment No. 1 Effective Date: (A) each Lender shall hold commitments in respect of the Revolving Loan Commitments not to exceed $100,000,000 from one or more Eligible AssigneesFacility as set forth on Part B of Schedule 1.1A hereto and each Issuing Bank’s LC Commitment shall be as set forth on Part C of Schedule 1.1A hereto, in each case, that is on the terms and subject to the conditions set forth below and in the Amended Credit Agreement; (B) each of the Lenders, immediately prior to giving effect to this Amendment (the “Existing Lenders”), shall be deemed to have assigned to each of the Incremental Lenders, and each of the Incremental Lenders shall be deemed to have assumed from each of the Existing Lenders, at the principal amount thereof, such interests in the Loans outstanding on the Amendment No. 1 Effective Date such that, after giving effect to each such deemed assignment and assumption of participations and to the Incremental Lenders becoming Lenders, the percentage of the aggregate outstanding Loans held by each Lender will equal such Xxxxxx’s Pro Rata Share of the Commitments; (C) each Incremental Commitment shall be deemed, for all purposes, a Farm “Commitment” under the Amended Credit Lender Agreement and each Incremental Loan shall be deemed, for all purposes, a “Loan”; (whichD) after giving effect to the Incremental Commitments, in the LC Commitments of each case, may include any existing Lender (but no such Lender shall be required reallocated such that the percentage LC Commitments of each Lender will equal such Lender’s Pro Rata Share of the Commitments; (E) each Incremental Lender agrees to participate in any such make the Incremental Term Loan without its consentCommitments available under and subject to the terms and conditions of the Amended Credit Agreement as an increase to, and on identical terms as the Commitments (as amended hereby) and shall become an “Issuing Bank”, “Secured Party” and a “Lender” under the Amended Credit Agreement with respect to the Incremental Commitments and all matters relating thereto; and (F) in accordance with Section 2.11 of the Amended Credit Agreement, each of the Existing Lenders will automatically and without further act be subject deemed to such consentshave assigned to each Incremental Lender, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide and each such Incremental Term Loans Lender will automatically and without further act be deemed to have assumed, a portion of such Existing Lender’s participations in their sole discretion (outstanding Letters of Credit, such that, after giving effect to each such deemed assignment and assumption of participations and to the Incremental Lenders becoming Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount percentage of the Incremental Term Loan Commitments being requested (which shall be aggregate outstanding participations in a minimum amount Letters of $10,000,000 and minimum increments Credit by each Lender will equal such Xxxxxx’s Pro Rata Share of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), Commitments. (ii) whether Each Incremental Lender: (A) confirms that it received a copy of this Amendment, the Existing Credit Agreement and such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to provide its Incremental Commitment hereunder and make the Incremental Term Loans with respect thereto on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any Lender; (B) confirms that it is sophisticated with respect to decisions to make loans similar to those contemplated to be borrowed made hereunder and that it is experienced in making loans of such type; (C) appoints, authorizes and instructs the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after by the date terms thereof, together with such notice is delivered).powers as are reasonably incidental thereto; and (2D) The Loan Partiesacknowledges and agrees that it shall be an “Issuing Bank”, “Secured Party” and “Lender” under, and for all purposes of, the Administrative Agent Amended Credit Agreement and any the other Person whose consent is required as provided above shall execute Loan Documents, be subject to and deliver to bound by the Administrative Agent an Additional Credit Extension Amendment term thereof and such other documentation as perform all the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms obligations of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on have all the rights of a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans;Lender. (iii) no The Administrative Agent and each Issuing Bank hereby consents to the Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders Lenders’ providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each LenderCommitments.

Incremental Commitments. (1a) The Borrower mayshall have the right, by written notice to in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.15, but without requiring the consent of any of the Lenders, to request at any time and from time to timetime that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders, request subject to the terms set forth herein) provide an increase in Revolving Loan Commitments (a “Revolving Commitment Increase”) and/or Incremental Term Loan Commitments not (such term loans incurred in connection therewith, each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to exceed $100,000,000 from one or more Eligible Assigneesthe Borrower and, subject to the terms and conditions contained in each casethis Agreement and in the relevant Incremental Agreement, make Loans pursuant thereto; it being understood and agreed, however, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but i) no such Lender shall be required obligated to participate in any such provide a Revolving Commitment Increase or an Incremental Term Loan without its consent) Commitment as a result of any such request by the Borrower, and shall be subject to until such consentstime, if any, as such Lender has agreed in its sole discretion to provide a Revolving Commitment Increase or an Incremental Term Loan Commitment and executed and delivered to the Administrative Agent an Incremental Agreement as provided in clause (b) of this Section 2.15, such Lender shall not be obligated to fund any Loans, (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide a Revolving Commitment Increase or an Incremental Term Loan Commitment without the consent of any other Lender (provided that the Administrative Agent, Swingline Lender and Issuing Lenders shall have consented (not to be unreasonably withheld or delayed) to any such Person providing a Revolving Commitment Increase if such consent would be required in connection with for an assignment of a Term Loan Revolving Loans to such PersonPerson under Section 13.04), (iii) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “each Revolving Commitment Increase and Tranche of Incremental Term Loan Lenders”). Such notice Commitments shall set forth be denominated in U.S. Dollars, (iiv) the amount of the any Revolving Commitment Increase and Incremental Term Loan Commitments being requested (which Commitment made available pursuant to a given Incremental Agreement shall be in a minimum aggregate amount for all Lenders which provide a Revolving Commitment Increase or Incremental Term Loan Commitment thereunder (including Eligible Transferees who will become Lenders) of at least $15,000,000, (v) the aggregate amount of $10,000,000 all Revolving Commitment Increases and minimum increments of $10,000,000, or remaining permitted amount orIncremental Term Loan Commitments provided pursuant to this Section 2.15 (together with amounts incurred pursuant to Section 10.04(xvi)), in each casecase after the Closing Date, such lesser amount approved shall not exceed the Incremental Amount; (vi) the proceeds of all Revolving Commitment Increases and Incremental Term Loans incurred by the Borrower may be used for any purpose not prohibited under this Agreement, (vii) each Incremental Agreement shall specifically designate, with the approval of the Administrative Agent, the Tranche of the Incremental Commitments being provided thereunder (which Tranche shall be a new Tranche i.e., not the same as any existing Tranche of Incremental Term Loans, Incremental Commitments or other Loans), unless, in the case of Incremental Term Loans or Incremental Term Loan Commitments, the requirements of Section 2.15(c) are satisfied, (iiviii) whether if to be incurred as a new Tranche of Incremental Term Loans, such Incremental Term Loans shall have the same terms as each other Tranche of Term Loans as in effect immediately prior to the effectiveness of the relevant Incremental Agreement, except as to purpose (which is subject to the requirements of preceding clause (vi)) and optional prepayment provisions and mandatory prepayment provisions (which are governed by Section 5.02); provided that each new Tranche of Incremental Term Loans shall be entitled to share in mandatory prepayments on a ratable basis with the Initial Term Loans and the other Tranches of Incremental Term Loans (unless the holders of the Incremental Term Loans of any Tranche agree to take a lesser share of certain prepayments); provided, however, that (I) the maturity and amortization of such Tranche of Incremental Term Loans may differ, so long as such Tranche of Incremental Term Loans shall have (a) an Initial Incremental Term Loan Maturity Date of no earlier than the then Latest Maturity Date as of the date such Indebtedness was incurred and (b) a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for the Tranche of then outstanding Term Loans with the then longest Weighted Average Life to Maturity, (II) the Effective Yield applicable to such Tranche of Incremental Term Loans may differ from that applicable to the then outstanding Tranches of Term Loans, with the Effective Yield applicable thereto to be borrowed pursuant to specified in the respective Incremental Agreement; provided, however, that if the Effective Yield for such Incremental Term Loans as of the date of incurrence of such Tranche of Incremental Term Loans exceeds the Effective Yield then applicable to any then outstanding Initial Term Loans by more than 0.50% per annum, any such Initial Term Loans shall become subject to a determination of a new Applicable Increased Term Loan Commitments are to Spread and the Applicable Margins for all then outstanding Initial Term Loans shall be an increase increased as of such date in accordance with the requirements of the definition of “Applicable Margin,” (III) Incremental Term Loans may share on a pro rata basis or a less than pro rata basis (but not greater than pro rata basis) in any existing Class mandatory prepayments of Term Loans (other than pursuant to a refinancing of such Term Loans or a new Class with respect to greater than pro rata payments to an earlier maturing Tranche of Term Loans) and (IV) such Tranche of Incremental Term Loans may have other terms (other than those described in preceding clauses (I) and (III)) that may differ from those of other Tranches of Term Loans, including, without limitation, as to the application of optional or voluntary prepayments among the Incremental Term Loans and (iii) the date on which existing Term Loans and such Incremental Term Loan Commitments are requested other differences as may be reasonably satisfactory to become effective (which shall, unless otherwise agreed by the Administrative Agent, (ix) the terms and provisions of any Revolving Commitment Increase shall be not less than ten Business Days after identical to the date Revolving Loans and the Revolving Loan Commitments and, for purposes of this Agreement and the other Credit Documents, all Revolving Loans made under the Revolving Commitment Increase shall be deemed to be Revolving Loans, (x) [reserved], (xi) all Incremental Term Loans (and all interest, fees and other amounts payable thereon) incurred by the Borrower shall be Obligations of the Borrower under this Agreement and the other applicable Credit Documents and shall be secured by the Security Agreements, and guaranteed under each relevant Guaranty, on a pari passu basis with all other Term Loans secured by the Security Agreement and guaranteed under each such notice is delivered)Guaranty and (xii) each Lender (including any Eligible Transferee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, make Revolving Commitment Increases and/or Incremental Term Loans under the Tranche specified in the applicable Incremental Agreement and such Term Loans shall thereafter be deemed to be Revolving Loans or Incremental Term Loans under such Tranche, as applicable, for all purposes of this Agreement and the other applicable Credit Documents. (2b) The Loan PartiesAt the time of the provision of Incremental Commitments pursuant to this Section 2.14, the Borrower, the Administrative Agent and any each such Lender or other Person whose consent is required as provided above Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment incremental joinder agreement (each such agreement, an “Incremental Agreement”), with the effectiveness of the Incremental Commitment provided therein to occur on the date on which (w) a fully executed copy of such Incremental Agreement shall have been delivered to the Administrative Agent, (x) 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 upfront or arrangement fees owing to the Administrative Agent), (y) all Incremental Commitment Requirements are satisfied, and such (z) all other documentation as the conditions set forth in this Section 2.15 shall have been satisfied. The Administrative Agent shall reasonably specify promptly notify each Lender as to evidence the effectiveness of each Incremental Agreement, and at such time, (i) Schedule 2.01 shall be deemed modified to reflect the revised Incremental Commitments of the affected Lenders and (ii) to the extent requested by any Incremental Lender, Notes will be issued at the Borrower’s expense to such Incremental Lender, to be in conformity with the requirements of Section 2.05 (with appropriate modification) to the extent needed to reflect the new Incremental Commitments made by such Incremental Lender. (c) Notwithstanding anything to the contrary contained above in this Section 2.14, the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Agreement shall constitute a new Tranche, which shall be separate and distinct from the existing Tranches pursuant to this clause Agreement (dwith a designation which may be made in letters (i.e., A, B, C, etc.), numbers (1, 2, 3, etc.) shall specify or a combination thereof (i.e., A-1, A-2, B-1, B-2, C-1, C-2, etc.)), provided that, with the terms consent of the applicable Administrative Agent (not to be unreasonably withheld, delayed or conditioned), the parties to a given Incremental Agreement may specify therein that the Incremental Term Loans made pursuant thereto shall constitute part of, and be added to, an existing Tranche of Term Loans; provided that, in any case so long as the following requirements are satisfied: (i) the Incremental Term Loans to be made pursuant to such Incremental Agreement shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by have the same Collateral (Borrower, the same Maturity Date and no additional collateral) securing the then existing Obligationssame Applicable Margins as the Tranche of Term Loans to which the new Incremental Term Loans are being added; (ii) (A) the Maturity Date of any new Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees Scheduled Repayment dates as then remain with respect to the Tranche to which such new Incremental Term Loans are being added (other than upfront feeswith the amount of each Scheduled Repayment applicable to such new Incremental Term Loans to be the same (on a proportionate basis) as is theretofore applicable to the applicable existing Class Tranche to which such new Incremental Term Loans are being added, thereby increasing the amount of each then remaining Scheduled Repayment of the respective Tranche proportionately); and (iii) on the date of the making of such new Incremental Term Loans); (v) subject , and notwithstanding anything to the abovecontrary set forth in Section 2.09, any such new Incremental Term Loans shall be added to (and form part of) each Borrowing of outstanding Term Loans of the applicable Tranche on terms and pursuant a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender holding Term Loans under the respective Tranche of Term Loans participates in each outstanding Borrowing of Term Loans of the respective Tranche (after giving effect to documentation to be determined by the Borrower and the Lenders providing incurrence of such new Incremental Term Loan; provided that, Loans) on a pro rata basis. To the terms applicable to any extent the provisions of preceding clause (iii) require that Lenders making new Incremental Term Loans add such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments Borrowings of LIBO Rate Loans of such Tranche, it is acknowledged that the effect thereof may result in such new Incremental Term Loans having short Interest Periods i.e., an Interest Period that began during an Interest Period then applicable to outstanding LIBO Rate Loans of such Tranche and which will end on the last day of such Interest Period. In connection therewith, it is hereby agreed that, to the extent the Incremental Term Loans are to be so added to the then outstanding Borrowings of Term Loans of such Tranche which are maintained as LIBO Rate Loans, the Lenders that have made such Incremental Term Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the Borrower (except respective Lenders, to compensate them for funding the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such new Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount Tranche during an existing Interest Period (rather than at the beginning of Term Loans of such Class held the respective Interest Period based upon rates then applicable thereto). All determinations by each Lenderany Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.

Incremental Commitments. (1a) The Borrower mayshall have the right in coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.08, by written notice but without requiring the consent of any of the Lenders, to request at any time and from time to time after the Effective Date, that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders as provided below and which are satisfactory to the Administrative Agent from time (with such consent not to timebe unreasonably withheld)) provide Incremental Commitments, request which may be in the form of Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible AssigneesIncremental Revolving Commitments, in each caseand, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consentsthe applicable terms and conditions contained in this Agreement, if anymake Incremental Loans pursuant thereto, as would which may be required in connection with an assignment the form of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion term loans (such Lendersterm loans, the “Incremental Term Loan LendersLoans”) or revolving loans (such revolving loans, “Incremental Revolving Loans”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount oras applicable; provided, in each casehowever, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) no Lender shall be obligated to provide an Incremental Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent and the Borrower an Incremental Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.08, such Lender shall not be obligated to fund any Incremental Loans, (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of any other Lender, (iii) [reserved], (iv) the aggregate principal amount of Incremental Term Loans and Incremental Revolving Commitments that may be incurred under this Section 2.08 shall not exceed the Maximum Incremental Amount, (v) all Incremental Loans made pursuant to an Incremental Commitment (and all interest, fees and other amounts payable thereon) shall be guaranteed by any Subsidiaries of Obligations under this Agreement and the Borrower that do not guarantee the existing Loans other applicable Credit Documents and shall be secured by the Security Documents, and guaranteed under the Guaranty, on a pari passu basis with all other Obligations secured by the same Collateral Security Documents and guaranteed under the Guaranty, and pari passu in terms of payment (and no additional collateralincluding, without limitation, pursuant to Section 9.1(a) securing of the then existing Obligations;Security Agreement), (ii) (Avi) the Maturity Date maturity date of any Incremental Term Loans or Incremental Commitments shall not be no earlier than the then Latest Maturity Date and Date, (Bvii) the Weighted Average Life to Maturity of any such Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then the Term Loans outstanding Class immediately prior to the incurrence of Term such Incremental Loans;, (iiiviii) no in the event the All-in Yield on any Incremental Term Loan shall participate on a greater than pro rata basis with (as reasonably determined by the then outstanding Administrative Agent) exceeds the All-In Yield applicable to the Initial Term Loans issued on the Borrowing Date by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”), then the interest rate then in any mandatory prepayment;effect for the Initial Term Loans issued on the Borrowing Date shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Term Loans, (ivix) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall otherwise be on terms no more than pari passu with the existing Term Loans with respect to mandatory prepayments and pursuant other pre- payment rights; and (x) the covenants and defaults applicable to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to Loans shall be no more favorable in any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are notmaterial respects, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, Incremental Lenders than the terms applicable to of the then outstanding Commitments and Loans, as reasonably determined by the Borrower Initial Term Loans (except to (A) as provided in clauses (v) through (viii) above, (B) covenants and defaults that are only applicable after the extent Maturity Date and (C) covenants (including any financial covenant) and defaults that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions are also added for the benefit of the then existing Lenders); and (vi) subject Term Loans outstanding immediately prior to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder such Incremental Loans. (b) At the time of the provision of Incremental Commitments pursuant to this Section 2.08, the Borrower, each Guarantor, the Administrative Agent and use each such Lender or other Eligible Transferee that agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Borrower and the Administrative Agent an Incremental Commitment Agreement, with the effectiveness of proceeds therefrom; such Incremental Lender’s Incremental Commitment to occur (xand with the respective Incremental Loans to be made) on the conditions date set forth in clauses such Incremental Commitment Agreement, which date in any event shall be no earlier than the date on which (ai) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is all fees required to be complied with); (y) on a Pro Forma Basis, giving effect to paid in connection therewith at the time of such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent effectiveness shall have received documents and legal opinions as to such matters as been paid (including, without limitation, any agreed upon upfront or arrangement fees), (ii) all Incremental Commitment Requirements are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender.satisfied,

Incremental Commitments. (1A) The Borrower may, by not more than two times in the aggregate after the Closing Date, at the Borrower’s written notice request to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments not to exceed $100,000,000 from that one or more Eligible AssigneesLenders and/or other financial institutions that will become Lenders hereunder (x) make incremental term Loans hereunder either through adding such incremental term Loans to the outstanding principal amount of the Initial Term Loans hereunder or through a separate Tranche of Term Loans hereunder (such incremental term Loans, in each either case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan LendersLoans”). Such notice shall set forth ) and/or (iy) increase the amount of the Incremental Term Revolving Loan Commitments being requested hereunder (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an incremental increase in the Revolving Loan Commitments, “Incremental Revolving Loan Commitments” and, together with any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans, “Incremental Commitments”); provided that: (i) the aggregate principal amount of all Incremental Term Loans Commitments made pursuant to this Section 1.12 shall not be guaranteed by exceed $20,000,000 and the aggregate principal amount of any Subsidiaries of the Borrower that do not guarantee the existing Loans and requested Incremental Commitments shall be secured on in a pari passu basis by the same Collateral (minimum amount of $5,000,000 and no additional collateral) securing the then existing Obligationsin integral multiples of $2,500,000 in excess thereof; (ii) (A) the Maturity Date Credit Parties shall execute and deliver such agreements, instruments, documents, resolutions, opinions of any counsel, solvency certificate and officer’s certificates and take such other actions as may be reasonably requested by Agent in connection with such Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term LoansCommitments; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment have occurred and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether be continuing or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, would occur after giving effect to such Incremental Commitments and the application of proceeds therefrom; (iv) Holdings shall be in compliance, on a Pro Forma Basis (and assuming the full utilization of the respective Incremental Commitments), as of the last day of the most recently ended Calculation Period on or prior to the date of the respective incurrence of Loans pursuant to such Incremental Commitments, with (x) each of the financial covenants specified in Sections 6.2 and 6.3 and (y) a Total Senior Leverage Ratio that is equal to or less than 3.75:1.00; (v) the Incremental Term Loans made under this Section 1.12 shall have an Incremental Term Loan Maturity Date no earlier than the Initial Term Loan Maturity Date and shall have a Weighted Average Life to Maturity no shorter than the then remaining Weighted Average Life to Maturity of the Initial Term Loans; provided, however, if the new Incremental Term Loans to be made pursuant to this Section 1.12 are, at the Borrower’s election, to be added to the aggregate outstanding principal amount of the Initial Term Loans, such Incremental Term Loans shall have the same Maturity Date as the Initial Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents the same scheduled amortization dates as the Initial Term Loans pursuant to subsection 1.8(a)(i), and legal opinions as with the amount of each scheduled amortization payment applicable to such matters new Incremental Term Loans to be the same (on a proportionate basis) as are reasonably requested by was theretofore applicable to the Administrative Agent. Upon any increase of any existing Class of Initial Term Loans, thereby increasing the Lenders amount of each then remaining scheduled amortization payments of the Initial Term Loans pursuant to subsection 1.8(a)(i) proportionately; (vi) if the Applicable Margins for any Tranche of Incremental Term Loans made under this Section 1.12 (which, for such purposes only, shall take any action as may be reasonably required by deemed to include all up-front or similar fees or original issue discount (amortized over the Administrative Agent to ensure that shorter of (x) the Borrowings life of such Class Tranche of Incremental Term Loans and (y) four years) payable to all Lenders providing such Tranche of Incremental Term Loans and any LIBOR Rate floor or Base Rate floor applicable to such Incremental Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are held by not shared with all Lenders providing such Tranche of Incremental Term Loans) determined as of the initial funding date for such Tranche of Incremental Term Loans exceeds the Applicable Margins (which, for such purposes only, shall be deemed to include all up-front or similar fees or original issue discount originally payable to all Lenders that provided the Initial Term Loans and any LIBOR Rate floor or Base Rate floor applicable to the Initial Term Loans) relating to the Initial Term Loans immediately prior to the making of such Class on a pro rata basis Tranche of Incremental Term Loans by more than 0.50%, then the Applicable Margins relating to the Initial Term Loans shall be adjusted to be equal to the Applicable Margins (determined as provided above) relating to such Tranche of Incremental Term Loans minus 0.50%; provided, however, if such Tranche of Incremental Term Loans are, at the Borrower’s election, to be added to the aggregate outstanding principal amount of the Initial Term Loans, then the Applicable Margins (determined as provided above) for the Initial Term Loans shall be increased to be equal to the Applicable Margins (as determined as provided above) relating to such Tranche of Incremental Term Loans; (vii) if the Applicable Margins with respect to the Revolving Loans to be incurred pursuant to an Incremental Revolving Loan Commitment shall be higher in any respect than those applicable to any other Revolving Loan, the Applicable Margins for such other Revolving Loans and extension of credit hereunder shall be automatically increased as and to the extent needed to eliminate any deficiencies in accordance with the respective definition of Applicable Margin contained herein; (viii) Holdings shall have demonstrated to Agent’s reasonable satisfaction that the full amount of the Loans to be incurred pursuant to the respective Incremental Commitments may be incurred without violating the terms of the Second Lien Indebtedness Documents, any other material Indebtedness of Holdings or any of its Subsidiaries or the documentation governing any such Indebtedness; (ix) except as expressly set forth above, all other terms and conditions with respect to any Incremental Term Loans made pursuant to this Section 1.12 shall be the same terms and conditions as those in connection with the Initial Term Loans (although such Tranche of Incremental Term Loans (x) need not have any prepayment premiums or fees in connection therewith unless otherwise agreed to by the Borrower and the Lenders making such Class held Tranche of Incremental Term Loans and (y) may have covenants and other provisions applicable thereto only to periods after the latest Maturity Date then in effect); and (x) except as expressly set forth above, all other terms and conditions with respect to any Incremental Revolving Commitments made pursuant to this Section 1.12 shall be the same terms and conditions as those in connection with the Revolving Loan Commitments. Any request under this Section 1.12 shall be submitted by the Borrower in writing to Agent (which shall promptly forward copies to the Lenders). The Borrower may also specify any fees offered to those Lenders and/or other financial institutions that will become Lenders hereunder (the “Increasing Lenders”) that agree to provide Incremental Commitments (which fees, as it relates to any Lender and/or other financial institution that will become a Lender, may be variable based upon the amount of Initial Commitments that any such Lender and/or other financial institution is willing to provide). No Lender shall have any obligation, express or implied, to provide Incremental Commitments and, in the case of Incremental Revolving Loan Commitments, until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Revolving Loan Commitment and executed and delivered to Agent an Incremental Loan Amendment, such Lender shall not be obligated to fund any Revolving Loans in excess of its Revolving Loan Commitment as in effect prior to giving effect to such Incremental Revolving Loan Commitment incurred pursuant to this Section 1.12. Only the consent of each Increasing Lender shall be required pursuant to this Section 1.12. No Lender which declines to provide Incremental Commitments may be replaced with respect to its existing Term Loans and/or Revolving Loan Commitment as a result thereof without such Lender’s consent.

Incremental Commitments. (1a) The Borrower Borrowers may, by written notice to the Administrative Agent on four occasions during the period from time the Closing Date to timeFebruary 1, 2015, request Incremental incremental Commitments in an amount not less than $25,000,000 per request and not more than $200,000,000 in the aggregate, together with any increase to the Revolving Committed Amount (under and as defined in the Revolving Credit Agreement) and incremental term loans under the Term Loan Commitments not to B Agreement (such that the Committed Amount after such increase shall never exceed $100,000,000 350,000,000 minus (x) any increase to the Revolving Committed Amount and (y) any incremental term loans under the Term Loan B Agreement)(the “Incremental Limit”) from one or more Eligible Assignees, in each case, that is a Farm Credit Lender additional Lenders (which, in each case, which may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Lender, each, a “New Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such PersonLender”) willing to provide such Incremental Term Loans incremental Commitments in their sole discretion (such Lendersown discretion; provided, the “Incremental that each New Term Loan Lenders”)Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such New Term Loan Lender is a Lender or an Affiliate of a Lender. Such notice shall set forth (i) the amount of the Incremental Term Loan incremental Commitments being requested (which shall be in a minimum amount of $10,000,000 requested, and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan incremental Commitments are requested to become effective (the “Increased Amount Date”). On any Increased Amount Date on which shallany such incremental Commitments are effective, unless otherwise agreed by subject to the Administrative Agentsatisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrowers (a “New Term Loan”) in an amount equal to its incremental Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to such incremental Commitment and the New Term Loans made pursuant thereto. The terms and provisions of the New Term Loans and the incremental Commitments shall be not less than ten Business Days after identical to the date such notice is delivered)existing Loans. (2b) The Borrowers and each New Term Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental incremental Commitment of such New Term Loan CommitmentLender. Each Additional of the parties hereto hereby agrees that, upon the effectiveness of any such documentation, this Credit Extension Amendment pursuant Agreement shall be amended to this clause the extent (dbut only to the extent) shall specify necessary to reflect the existence and terms of the applicable Incremental Term Loans; provided that: (i) the Incremental incremental Commitments and New Term Loans shall not be guaranteed by any Subsidiaries of evidenced thereby (including adjusting the Borrower that do not guarantee the existing Loans Commitment Percentages), and new Notes shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments issued and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans Borrowers shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing make such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require borrowings without the consent of the Lenders other than those Lenders with incremental Commitments. The fees payable by the Borrowers upon any Lender) such incremental Commitments shall be agreed upon by the Administrative Agent, the New Term Loan Lenders and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to incorporate such more restrictive provisions for the benefit of the then existing Lenders); andconstitute an agreement by any Lender to increase its Commitment hereunder. (vic) subject to Section 1.06Notwithstanding the foregoing, no Incremental Term Loan incremental Commitment shall become effective under this Section 2.01(b) 2.7 unless (wi) no Default or Event on the date of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) effectiveness, the conditions set forth in clauses (a) Section 5.2 shall be satisfied assuming a Loan were then being made and (b) of Section 5.02 are satisfied whether or not the Administrative Agent shall have received a Credit Extension is made on certificate to that effect dated such date and executed by a financial officer of BRT, (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (zii) the Administrative Agent shall have received documents customary legal opinions, board resolutions and legal opinions other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to such matters as are reasonably requested the extent required by the Administrative Agent. Upon any increase of any existing Class of Term Loans, consistent with those delivered on the Effective Date under Section 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require, and (iii) the Borrowers shall be in pro forma compliance with the covenants set forth in Section 7.2 after giving effect to such incremental Commitments, the Lenders shall Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably required by the Administrative Agent necessary to ensure that the Borrowings all New Term Loans, when originally made, are included in each borrowing of such Class are held by the Lenders of such Class outstanding Loans on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lenderbasis.

Incremental Commitments. (1a) The At any time prior to the repayment in full of all Loans and the termination of all Commitments hereunder, the Borrower may, by written notice to the Administrative Agent from time (which the Administrative Agent shall promptly furnish to timeeach Lender), request that one or more Persons (which may include the then-existing Lenders; provided that no Lender shall be obligated to provide such Incremental Commitments and may elect or decline in its sole discretion to provide Incremental Commitments) establish Incremental Revolving Credit Commitments or Incremental Term Loan Commitments under this paragraph (a), it being understood that (x) if such Incremental Commitment is to be provided by a Person that is not to exceed $100,000,000 from one or more Eligible Assigneesalready a Lender, the Administrative Agent and, in the case of Incremental Revolving Credit Commitments, each case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender Issuing Bank shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject have consented to such consents, if any, as Person being a Lender hereunder to the extent such consent would be required pursuant to Section 9.04(b) in connection with the event of an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion Person (such Lendersconsent not to be unreasonably withheld, conditioned or delayed) and (y) the “Incremental Term Loan Lenders”). Such notice shall set forth (i) Borrower may agree to accept less than the amount of the any proposed Incremental Term Loan Commitment. The minimum aggregate principal amount of Incremental Commitments being requested (which established pursuant to any Incremental Amendment shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, (or remaining permitted amount or, in each case, such lesser amount approved as may be agreed by the Administrative Agent), (ii) whether . In no event shall the aggregate amount of any Incremental Term Loans to be borrowed Commitments established at any time pursuant to this clause (a) exceed the Maximum Incremental Amount at such time. Incremental Term Commitments shall be established pursuant to an amendment, supplement or amendment and restatement (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Commitments are Documents, executed by the Loan Parties, each Person providing an Incremental Commitment and the Administrative Agent. Each Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be an increase necessary or appropriate, in any existing Class the reasonable opinion of Term Loans or a new Class of Term Loans the Borrower and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, to (x) effect the provisions of this Section 2.18 or (y) to the extent the terms and conditions of the Incremental Commitments are more favorable to the Lenders than comparable terms existing in the Loan Documents, to bring the terms and conditions of the existing Loans in line with the terms and conditions of the Incremental Loans necessary to achieve fungibility. Notwithstanding the foregoing, no Incremental Revolving Credit Commitments or Incremental Term Loans shall become effective under this Section 2.18 unless on the proposed date of the effectiveness of such Incremental Commitment (i) the Administrative Agent shall have received a certificate dated such date and executed by a Responsible Officer of the Borrower that, subject to the proviso set forth below, the conditions set forth in clauses (a) and (c) of Section 4.02 shall have been satisfied and (ii) the Administrative Agent shall have received documents from the Borrower substantially consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such Incremental Commitment; provided that, with respect to any Incremental Term Loan Commitment incurred for the primary purpose of financing a Limited Condition Acquisition (“Acquisition-Related Incremental Commitments”), clause (i) of this sentence shall be not less than ten Business Days after deemed to have been satisfied so long as (1) as of the date of effectiveness of the related Limited Condition Acquisition Agreement, no Event of Default or Default is in existence or would result from entry into such notice is delivered). Limited Condition Acquisition Agreement, (2) The Loan Partiesas of the date of the initial borrowing pursuant to such Acquisition-Related Incremental Commitment, no Event of Default under clause (a), (b), (h) or (i) of Section 7.01 is in existence immediately before or immediately after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties set forth in Article III shall be true and correct in all material respects (or in all respects if qualified by materiality) as of the date of effectiveness of the applicable Limited Condition Acquisition Agreement and (4) as of the date of the initial borrowing pursuant to such Acquisition-Related Incremental Commitment, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Administrative Agent and any other Person whose consent is required as provided above the Borrower) shall be true and correct in all material respects (or in all respects if qualified by materiality) immediately prior to, and immediately after giving effect to, the incurrence of such Acquisition-Related Incremental Commitment. (b) The Loan Parties and each Incremental Term Loan Lender and/or Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Incremental Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitments of such Incremental Term Loan CommitmentLender and/or Incremental Revolving Lender. Each Additional Credit Extension Incremental Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term LoansLoans and/or Incremental Revolving Credit Commitments; provided that: (i) the any commitments to make Incremental Term Loans in the form of additional Initial Term B Loans shall not be guaranteed by any Subsidiaries have the same terms (other than upfront fees) as the Initial Term B Loans, and shall form part of the Borrower that do not guarantee same Class of Initial Term B Loans, any commitments to make Term Loans with pricing, maturity, amortization and/or other terms different from the existing Initial Term B Loans and (“Other Incremental Term Loans”) shall be secured on a pari passu basis by the same Collateral subject to compliance with clauses (and no additional collateraliii) securing the then existing Obligations;through (vii) below, (ii) any Incremental Revolving Credit Commitments shall have the same terms (Aother than upfront fees and any arrangement or similar fees payable in connection with such Incremental Revolving Credit Commitments) as the Revolving Credit Commitments in effect on the Effective Date, and shall form part of the same Class of Revolving Credit Commitments and Initial Revolving Loans; provided that, if required to establish Incremental Revolving Credit Commitments, the pricing, interest rate margins, rate floors and fees (other than any upfront fees and any arrangement or similar fees payable in connection with such Incremental Revolving Credit Commitments) applicable to the Revolving Credit Commitments in effect on the Effective Date may be increased such that the Incremental Revolving Credit Commitments and Revolving Credit Commitments in effect on the Effective Date shall form part of the same Class of Revolving Credit Commitments and Initial Revolving Loans; (iii) the Maturity Date of any Other Incremental Term Loans and Incremental Revolving Loans incurred pursuant to clause (a) of this Section 2.18 shall be secured by Liens that rank equal in priority with the Liens securing the existing Loans; (iv) the final maturity date of any such Other Incremental Term Loans (other than with respect to any Permitted Inside Maturity Debt or Incremental Term A Loans) shall be no earlier than the then Latest Maturity Date applicable to Initial Term B Loans, and, except as to pricing, amortization and final maturity date (Bwhich shall, subject to the other clauses of this proviso, be determined by the Borrower and the Incremental Term Loan Lenders in their sole discretion), the Other Incremental Term Loans shall have terms, to the extent not consistent with the Initial Term B Loans or otherwise permitted under this Section 2.18(b), including by clause (vii) hereof, that , at the option of the Borrower, either (x) reflect market terms and conditions (taken as a whole) at the time of incurrence (as determined by the Borrower in good faith) of such Other Incremental Term Loans or the Incremental Term Loan Commitments with respect thereto, (y) are not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Initial Term B Loans (except for covenants or other provisions applicable only to periods after the Initial Term B Facility Maturity Date) or (z) if neither of the requirements in clause (x) or (y) are satisfied, are otherwise reasonably acceptable to the Administrative Agent; provided that any Incremental Term A Facility may, to the extent agreed by the relevant Lenders and the Borrower, have covenants and events of default that, taken as a whole, are materially more restrictive than those applicable to the Initial Term B Loans as determined in good faith by the Borrower (in consultation with the Administrative Agent) so long as any such covenants and events of default are solely for the benefit of the relevant Lenders providing such Incremental Term A Loans, (v) other than with respect to Permitted Inside Maturity Debt and Incremental Term A Loans, the Weighted Average Life to Maturity of any such Other Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of the Initial Term B Loans;, (iiivi) there shall be no borrower (other than the Borrower) or guarantor (other than the Guarantors) in respect of any Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment;Commitments or Incremental Revolving Credit Commitments, (ivvii) Other Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may not be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and secured by any asset of the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (or its Subsidiaries other than upfront feesthe Collateral, (viii) as the applicable existing Class of Term Loans); interest rate margins, fees and, subject to clauses (iv) and (v) subject above with respect to the aboveOther Incremental Term Loans, amortization schedule applicable to any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such applicable Incremental Term LoanLoan Lenders; provided thatthat in the event that the All-in Yield for any Incremental Term Loan incurred by the Borrower prior to the first anniversary of the Effective Date under any Incremental Term Loan Commitment is higher than the All-in Yield for the outstanding Initial Term B Loans hereunder immediately prior to the incurrence of the applicable Incremental Term Loans by more than 50 basis points, then the terms applicable to any Applicable Margins for the Initial Term B Loans at the time such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive incurred shall be increased to the Borrower and its Restricted Subsidiaries, than extent necessary so that the terms applicable All-in Yield for the Initial Term B Loans is equal to the then outstanding Commitments All-in Yield for such Incremental Term Loans minus 50 basis points (such adjustment, the “MFN Adjustment”), and (ix) notwithstanding anything to the contrary, to the extent agreed to by the relevant Lenders and the Borrower, any Incremental Amendment with respect to Incremental Term A Loans, as reasonably determined by the Borrower (except to the extent applicable, may include one or more financial maintenance covenants that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions are solely for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Lenders with such Incremental Term Loan Commitment A Loans, as applicable, and that may be amended or waived in any manner solely by Lenders with a percentage of such Incremental Term A Loans, as applicable, specified in such Incremental Amendment and a breach of which would allow such Lenders to terminate such Incremental Term A Loans, as applicable, and declare all amounts owing thereunder to be immediately due and payable (and any such breach of such financial maintenance covenants shall become effective under this Section 2.01(b) unless (w) no Default or not constitute an Event of Default for purposes of any Term Loans (other than any such Incremental Term A Loans) unless and until the outstanding principal amount of such Incremental Term A Loans, as applicable, were accelerated or terminated as a result thereof), with all such provisions described above to be reasonably satisfactory to the Administrative Agent. Each party hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall exist be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments evidenced thereby. Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.18 shall be deemed “Loan Documents” hereunder. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Incremental Term Loans and Incremental Term A Loans), when originally made, are included in each Borrowing of the outstanding Initial Term B Loans on a pro rata basis, and (ii) all Revolving Loans in respect of Incremental Revolving Credit Commitments, when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Loans on a pro rata basis. Upon each increase in the establishment of any Incremental Revolving Credit Commitments pursuant to this Section 2.18, each Lender immediately prior to such increase will automatically and without further action be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Credit Commitments in respect of such increase, and each such Lender providing a portion of the Incremental Revolving Credit Commitments will automatically and without further action be deemed to have assumed, a portion of such existing Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Lender providing Incremental Revolving Credit Commitments) will equal such Lender’s Applicable Percentage of the Revolving Credit Commitments and if, on the date of such increase, there are any Initial Revolving Loans outstanding, such Initial Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Credit Commitments either be prepaid from the proceeds of additional Initial Revolving Loans made hereunder or assigned to Lender providing Incremental Revolving Credit Commitments (in each case, reflecting such Incremental Revolving Credit Commitments, such that Initial Revolving Loans are held ratably in accordance with each Lender’s pro forma rata share, after giving effect to such Incremental Term Loan Commitment increase), which prepayment or assignment shall be accompanied by accrued interest on the Initial Revolving Loans being prepaid. The Administrative Agent and the incurrence of Indebtedness thereunder Lenders hereby agree that the minimum borrowing, pro rata borrowing and use of proceeds therefrom; (x) the conditions set forth pro rata payment requirements contained elsewhere in clauses (a) and (b) of Section 5.02 are satisfied whether or this Agreement shall not a Credit Extension is made on such date (and, only apply to the extent transactions effected pursuant to the immediately preceding sentence. If there is a new Revolving Borrowing is made on the date of effectiveness of such dateIncremental Revolving Credit Commitments, clause (c) is required to be complied with); (y) on a Pro Forma Basis, the Revolving Lenders after giving effect to such Incremental Term Revolving Credit Commitments shall make such Revolving Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with Section 2.01(a). Notwithstanding anything to the respective amount of Term Loans of such Class held by each Lendercontrary, this Section 2.18 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary.

Incremental Commitments. (1a) The Borrower mayCompany shall have the right, by written notice in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.14, but without requiring the consent of the Administrative Agent or the Lenders (except, in either case, as otherwise provided in this Section 2.14), to request at any time and from time to time after the Effective Date and prior to the Final Maturity Date that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Incremental Commitment Agreement, make Revolving Loans and participate in Letters of Credit and Swingline Loans pursuant thereto; provided that (i) no Lender shall be obligated to provide an Incremental Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent from time Agent, the Company and the other Borrowers an Incremental Commitment Agreement as provided in clause (b) of this Section 2.14, such Lender shall not be obligated to time, request Incremental Term fund any Revolving Loans in excess of its Revolving Loan Commitments not to exceed $100,000,000 from one Commitment (if any) or more Eligible Assigneesparticipate in any Letters of Credit or Swingline Loans in excess of its RL Percentage, in each case, as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.14 (it being understood and agreed that is any Lender that does not agree to provide any such Incremental Commitment within ten Business Days after a Farm Credit Lender request therefor (which, in each case, or such shorter period as may include any existing Lender (but no such Lender shall be required to participate provided in any such request for Incremental Term Loan without its consentCommitments) and shall be subject deemed to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing have declined to provide any such Incremental Term Loans Commitment except to the extent such Lender thereafter executes and delivers an Incremental Commitment Agreement in their sole discretion accordance with the terms hereof), (such Lendersii) any Lender (including any Person which is an Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of any other Lender; provided that any Lender (or Person who is an Eligible Transferee who will become a Lender) providing Incremental Commitments shall require the consent of the Administrative Agent, each Issuing Lender and the “Incremental Term Loan Lenders”Swingline Lender (which consents shall not be unreasonably withheld, conditioned or delayed). Such notice shall set forth , (iiii) the aggregate amount of the each request (and provision therefor) for Incremental Term Loan Commitments being requested (which shall be in a minimum aggregate amount for all Lenders which provide an Incremental Commitment pursuant to a given Incremental Commitment Agreement pursuant to this Section 2.14 (including Persons who are Eligible Transferees and will become Lenders) of at least $10,000,000 and minimum increments of $10,000,000, 50,000,000 (or remaining permitted amount or, in each case, such lesser amount approved by that is acceptable to the Administrative Agent), (iiiv) whether the aggregate amount of all Incremental Term Loans Commitments permitted to be borrowed provided pursuant to this Section 2.14 after the Amendment and Restatement Effective Date shall not exceed in the aggregate $200,000,000, (or, if at the time of the making of Incremental Commitments pursuant to this Section 2.14, the excess of (x) the Borrowing Base at such time, minus (y) the Cash Contribution to the Borrowing Base at such time, minus (z) the Total Revolving Loan Commitments at such time (prior to giving effect to such Incremental Term Loan Commitments) is greater than the amount that would otherwise be permitted by this clause (iv) at such time, such greater amount), (v) all Revolving Loans incurred pursuant to an Incremental Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security Documents, and guaranteed under the relevant Guaranties, on a pari passu basis with all other Loans (and related Obligations) secured by each relevant Security Document and guaranteed under each relevant Guaranty, and (vi) each Lender (including any Person which is an Eligible Transferee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, participate in Swingline Loans and Letters of Credit pursuant to Sections 2.01(b) and 3.04, respectively, and make Revolving Loans as provided in Section 2.01(a) and such Revolving Loans shall constitute Revolving Loans for all purposes of this Agreement and the other applicable Credit Documents. The effectiveness of any Incremental Commitments are shall be subject to be the provisions of Section 13.23. (b) At the time of the provision of Incremental Commitments pursuant to this Section 2.14, (I) the Company, each other Borrower, each Subsidiary Guarantor, the Administrative Agent, the Swingline Lender and each Issuing Lender (if the consent of the Swingline Lender and each Issuing Lender is required pursuant to Section 2.14(a)(ii)) and each such Lender or other Eligible Transferee which agrees to provide an increase Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Borrowers and the Administrative Agent an Incremental Commitment Agreement, appropriately completed (with the effectiveness of the Incremental Commitment provided therein to occur on the date set forth in such Incremental Commitment Agreement, which date in any existing Class of Term Loans or a new Class of Term Loans and (iii) event shall be no earlier than the date on which (i) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid, (ii) all Incremental Commitment Requirements have been satisfied, (iii) all conditions set forth in this Section 2.14 shall have been satisfied and (iv) all other conditions precedent that may be set forth in such Incremental Term Loan Commitments are requested to become effective Commitment Agreement shall have been satisfied) and (which shallII) the Company, unless otherwise agreed by the Administrative Agenteach other Borrower, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Partieseach Subsidiary Guarantor, the Administrative Collateral Agent and any other Person whose consent is required each Incremental Lender (as provided above applicable) shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and the Collateral Agent such other documentation as additional Security Documents and/or amendments to the Security Documents which are necessary to ensure that all Loans incurred pursuant to the Incremental Commitments are secured by each relevant Security Document (the “Incremental Security Documents”). The Administrative Agent shall reasonably specify promptly notify each Lender as to evidence the effectiveness of each Incremental Commitment Agreement and, at such time, Schedule 1.01(a) shall be deemed modified to reflect the Incremental Term Commitments of such Incremental Lenders. (c) It is understood and agreed that the Incremental Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Commitment Agreement shall constitute part of, and be added to, the Total Revolving Loan Commitment. Each Additional Commitment and each Incremental Lender shall constitute a Lender for all purposes of this Agreement and each other applicable Credit Extension Amendment Document. (d) At the time of any provision of Incremental Commitments pursuant to this Section 2.14, each Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders (including the Incremental Lenders), in each case to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in the Total Revolving Loan Commitment pursuant to this Section 2.14) and with the Borrowers being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing. (e) At the time of any provision of Incremental Commitments pursuant to this Section 2.14, all dollar thresholds included in any determination made with respect to Excess Availability and the dollar amount of the Liquidity Threshold shall be increased automatically in an amount equal to the percentage by which the Incremental Commitments increase the Total Revolving Loan Commitment; provided that the foregoing clause (de) shall specify the terms of the applicable Incremental Term Loans; provided that: not apply (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date including in respect of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject incurred prior to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity First Amendment Effective Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions dollar thresholds set forth in clauses (a) and (b) the definition of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender“Convertible Notes Maturity Default”.

Incremental Commitments. 1.1 Each Incremental Lender that is an Existing Lender hereby agrees that (1i) The Borrower mayits Commitment will be increased by the amount of its Incremental Commitment set forth on Schedule 1 attached hereto effective as of the First Amendment Effective Date, (ii) after giving effect to such increase, its total Commitments will be the amount of its “Commitment” set forth on Schedule 1 attached hereto, (iii) it shall continue to be a Lender under the Credit Agreement and (iv) this Amendment constitutes the incremental commitment agreement for such Lender required by written notice Section 2.13 of the Credit Agreement. 1.2 Each Incremental Lender that is a New Lender hereby agrees (i) to become a Lender under the Credit Agreement effective as of the First Amendment Effective Date with a Commitment equal to its “Commitment” set forth on Schedule 1 attached hereto, (ii) that it shall be a party in all respects to, and bound as a Lender in all respects by, the Credit Agreement and the other Loan Documents, (iii) this Amendment constitutes the incremental commitment agreement for such Lender required by Section 2.13 of the Credit Agreement and (iv) that delivered to the Administrative Agent from time to time(and, request Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible Assigneesif applicable, in each case, that is a Farm Credit Lender the Borrower Representative) herewith are (which, in each case, may include any existing Lender (but no A) all such Lender shall be documents as required to participate in any be delivered by such Incremental Term Loan without its consent) Lender pursuant to Section 3.01 of the Credit Agreement, duly completed and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide executed by such Incremental Term Loans in their sole discretion (such LendersLender, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iiiB) an Administrative Questionnaire in the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed form supplied by the Administrative Agent, be not less than ten Business Days after the date duly completed by such notice is delivered)Incremental Lender. 1.3 On the First Amendment Effective Date, (2i) The each of the Existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the Existing Lenders, at the principal amount thereof, such interests in the outstanding Loans and participations in Letters of Credit outstanding on such date that will result in, after giving effect to all such assignments and purchases, each Existing Lender and each Incremental Lender holding its pro rata share of the outstanding Loans and participations in Letters of Credit after giving effect to the addition of the Incremental Commitments hereby; (ii) each Incremental Commitment shall be deemed, for all purposes, a Commitment and each loan made thereunder shall be deemed, for all purposes, a Loan Partiesand have the same terms as any existing Loan and (iii) each Incremental Lender shall constitute a Lender with respect to its Incremental Commitment and all matters relating thereto. 1.4 Each Incremental Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent and or any other Person whose consent is required Lender or agent thereunder and based on such documents and information as provided above it shall execute deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and deliver to authorizes the Administrative Agent an Additional to take such action as agent on its behalf and to exercise such powers under the Credit Extension Amendment Agreement and such the other documentation Loan Documents as the are delegated to Administrative Agent shall by the terms thereof, together with such powers as are reasonably specify to evidence incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify obligations which by the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation Credit Agreement are required to be determined performed by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken it as a whole, materially more restrictive to Lender. 1.5 Notwithstanding the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions limitation set forth in clauses (a) and (bSection 2.13(a) of Section 5.02 are satisfied whether or not a the Credit Extension is made on such date (andAgreement, only each Existing Lender party hereto hereby acknowledges and agrees that the aggregate Incremental Commitments to become effective as of the First Amendment Effective Date will exceed $200,000,000 and consents to the extent a Borrowing is made aggregate Incremental Commitments set forth on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each LenderSchedule 1 attached hereto.

Incremental Commitments. (1a) The Borrower mayBorrowers may on one or more occasions, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible AssigneesIncremental Lenders, in each case, that is a Farm Credit Lender (which, in each case, which may include any existing Lender Lender; provided that (but i) no such Lender shall be required to participate in provide any such Incremental Term Loan without its consentCommitment, (ii) the aggregate amount of Incremental Commitments per Additional Collateral Vessel shall not exceed the Incremental Commitment Amount and (iii) the proceeds thereof shall be subject used to such consentsfinance the purchase by the Borrower or a Borrower Subsidiary Guarantor (or a newly formed subsidiary of the Borrower to become a Borrower Subsidiary Guarantor) of an Additional Collateral Vessel and any Related Assets selected by the Borrower in respect thereof, if any, as would be required or Equity Interests in connection with the owner of an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans Additional Collateral Vessel and any Related Assets selected by the Borrower in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”)respect thereof. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall not exceed the then-current Incremental Commitment Amount and shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 20,000,000 or equal to the remaining Incremental Commitment Amount) and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by shall not be less than five (5) Business Days nor more than 60 days after the date of such notice (which time periods for notice may be modified or waived at the discretion of the Administrative Agent)). All loans made pursuant to any Class of Incremental Commitments established under this Section 2.12 are referred to herein as "Other Term Loans", will rank pari passu or junior in right of payment and security with the Term Loans and will, (i) if pari passu in right of security with the Term Loans, benefit equally and ratably from the Liens under the Collateral Agreements and the guarantees under the Guarantee Agreement and will either be not less an increase in the Term Loans hereunder or be a new Class of term loans hereunder and (ii) if junior in right of security with the Term Loans, benefit on a second priority basis from the Liens under the Collateral Agreements and the guarantees under the Guarantee Agreement pursuant to intercreditor arrangements acceptable to the Administrative Agent. Each Class of Other Term Loans will have terms and conditions substantially identical to the Term Loans (other than ten Business Days after with respect to pricing, amortization and maturity) and otherwise will be on terms and subject to conditions reasonably satisfactory to the date such notice is delivered)Administrative Agent. (2b) The Loan Parties, the Administrative Agent Borrowers and any other Person whose consent is required as provided above each Incremental Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of such Incremental Lender. Each Additional Credit Extension Amendment pursuant to this clause (d) Incremental Assumption Agreement shall specify the terms of the applicable Incremental Other Term LoansLoans to be made thereunder; provided that: , without the prior written consent of Lenders holding a majority of the principal amount of the outstanding Loans, (i) the Incremental Other Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be mature no earlier than the then Latest Term Maturity Date and (B) the will have a Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of the Term Loans; , and (iiiii) no Incremental if the interest rate spread applicable to any Other Term Loan Loans (which, for this purpose, shall participate on a greater than pro rata basis be deemed to include all upfront or similar fees or original issue discount and any pricing "floor" applicable to such Other Term Loans), but excluding any underwriting, arrangement, structuring or other similar fees payable in connection therewith that are not generally shared with the then outstanding Lenders (collectively, "Upfront Payments"), in each case, paid to the Incremental Lenders in respect of such Other Term Loans, exceeds the interest rate spread applicable to the Term Loans (taking into account the Upfront Payments paid to the Lenders in respect of the establishment of the Term Loans and any mandatory prepayment; (ivpricing "floor" applicable to the Term Loans) Incremental by more than 50 basis points, then the interest rate spread applicable to the Term Loans shall have be increased so that it equals (after taking into account Upfront Payments made in respect of the establishment of the Term Loans and any pricing "floor" applicable to the Term Loans) the interest rate spread applicable to the Other Term Loans less 0.50%. For purposes of the foregoing, any original issue discount associated with the Term Loans or any Other Term Loans will be converted to an interest rate spread equivalent by dividing the percentage amount of such interest ratesoriginal issue discount by the lesser of (A) the Weighted Average Life to Maturity of such Loans and (B) four. (c) Each Incremental Assumption Agreement shall require the consent of only the Parent, optional prepayment provisions the Borrowers, the Administrative Agent and fees as may be agreed between the Incremental Lenders providing the applicable Other Term Loans, but, in each case, not the consents of any other Lenders. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Commitments Assumption Agreement, this Agreement and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees other Loan Documents (other than upfront feesthe Intercreditor Agreement) shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Other Term Loans evidenced thereby, including the amount and final maturity thereof, any provisions relating to amortization and the interest to accrue and be payable thereon and any fees to be payable in respect thereof, and to effect such other changes (including changes to the provisions of Sections 4.08, 10.06 and 10.12, the definition of "Required Lenders" and any other provisions of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights under the Loan Documents or make any determination or grant any consent under the Loan Documents) as the applicable existing Class Borrowers and the Administrative Agent shall deem necessary or advisable in connection with the establishment of such Other Term Loans);. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers' consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto. (vd) subject to Notwithstanding the aboveforegoing, any Incremental no Other Term Loans shall may be on terms incurred and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment Assumption Agreement shall become effective under this Section 2.01(b) 2.12 unless (wi) no Default or Event on the date of Default shall exist such effectiveness and after giving pro forma effect to such Incremental the making of any Other Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) Loans contemplated thereby the conditions set forth in clauses paragraphs (ar) and (bs) of Section 5.02 are 5.01 and the covenants set forth in Section 7.18 and Section 7.19 shall be satisfied whether or not (on a Credit Extension is made on pro forma basis), (ii) all fees owing in respect of such date (and, only Incremental Commitments to the extent a Borrowing is made on Administrative Agent and the Lenders and all expenses in respect of such date, clause (c) is Incremental Commitments that the Borrowers are required to be complied with); reimburse have been paid in full, (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (ziii) the Administrative Agent shall have received documents legal opinions, board resolutions and legal opinions other closing certificates and documentation as it shall reasonably request relating to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Other Term Loans, consistent with those delivered on the Lenders Closing Date pursuant to Section 5.01 and (iv) on the date of such effectiveness and after giving effect to the making of the Other Term Loans contemplated thereby and the purchase of the Additional Collateral Vessel and such Related Assets, if any, Section 7.07 and the Collateral and Guarantee Requirement shall take any action as may be reasonably required by have been satisfied in respect of such Additional Collateral Vessel and the Borrower or the Subsidiary of the Borrower acquiring such Additional Collateral Vessel and Related Assets. The Administrative Agent shall promptly notify each Lender as to ensure that the Borrowings effectiveness of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each LenderIncremental Assumption Agreement.

Incremental Commitments. (1a) The Borrower mayBorrowers shall have the right, by written notice in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.15, but without requiring the consent of the Administrative Agent (except as otherwise provided in this Section 2.15) or the Lenders (except the Issuing Lender as provided below), to request at any time and from time to time after the Effective Date (or, if later, after the satisfaction of any condition previously agreed to among the Agents and the Borrowers) and prior to the Final Maturity Date that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Incremental Commitment Agreement, make Revolving Loans and participate in Letters of Credit and Swingline Loans pursuant thereto; provided that (i) no Lender shall be obligated to provide an Incremental Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent from time and the Borrowers an Incremental Commitment Agreement as provided in clause (b) of this Section 2.15, such Lender shall not be obligated to time, request Incremental Term Loan Commitments not to exceed $100,000,000 from one fund any Revolving Loans in excess of its Commitment (if any) or more Eligible Assigneesparticipate in any Letters of Credit or Swingline Loans in excess of its R/L Percentage, in each case, as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.15, (ii) any Lender (including any Person which is an Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of the Administrative Agent or any other Lender; provided that any Person that is not a Farm Credit Lender prior to the effectiveness of its Incremental Commitment shall require the consent of the Administrative Agent, each Issuing Lender and the Swingline Lender (which, in each case, may include any existing Lender (but no such Lender which consents shall not be required to participate in any such Incremental Term Loan without its consentunreasonably withheld) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such an Incremental Term Loans in their sole discretion Commitment pursuant to this Section 2.15, (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (iiii) the aggregate amount of the each request (and provision therefor) for Incremental Term Loan Commitments being requested (which shall be in a minimum aggregate amount for all Lenders which provide an Incremental Commitment pursuant to a given Incremental Commitment Agreement pursuant to this Section 2.15 (including Persons who are Eligible Transferees and will become Lenders) of at least $10,000,000 and minimum increments of $10,000,000, (or remaining permitted amount or, in each case, such lesser amount approved by that is acceptable to the Administrative Agent), (iiiv) whether the aggregate amount of all Incremental Commitments permitted to be provided pursuant to this Section 2.15 shall not exceed in the aggregate $50,000,000, (v) the Borrowers shall not increase the Commitment pursuant to this Section 2.15 more than 5 times, (vi) such Incremental Commitments shall be upon all of the same terms and conditions of, and shall have the same pricing and fees (other than upfront fees to the Incremental Term Lenders) as provided to the other Lenders under, this Agreement, (vii) all Revolving Loans to be borrowed incurred pursuant to an Incremental Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security Documents, and guaranteed under the Guaranty, on a pari passu basis with all other Loans secured by each relevant Security Document and guaranteed under the Guaranty, (viii) each Lender (including any Person which is an Eligible Transferee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, participate in Swingline Loans and Letters of Credit pursuant to Sections 2.01(b) and 3.04, respectively, and make Revolving Loans as provided in Section 2.01(a) and such Revolving Loans shall constitute Revolving Loans for all purposes of this Agreement and the other applicable Credit Documents and (ix) no Default or Event of Default shall have occurred and be continuing. The Borrowers shall make reasonable efforts to afford existing Lenders the opportunity to provide such Incremental Term Loan Commitment to the Borrowers. (b) At the time of the provision of Incremental Commitments pursuant to this Section 2.15, (I) each Borrower, each Subsidiary Guarantor, the Administrative Agent, the Swingline Lender and each Issuing Lender (if the consent of each are required pursuant to be Section 2.15(a)(ii)) and each such Lender or other Eligible Transferee which agrees to provide an increase Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Company and the Administrative Agent an Incremental Commitment Agreement, appropriately completed (with the effectiveness of the Incremental Commitment provided therein to occur on the date set forth in such Incremental Commitment Agreement, which date in any existing Class of Term Loans or a new Class of Term Loans and (iii) event shall be no earlier than the date on which (i) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid, (ii) all Incremental Commitment Requirements have been satisfied, (iii) all conditions set forth in this Section 2.15 shall have been satisfied and (iv) all other conditions precedent that may be set forth in such Incremental Term Loan Commitments are requested to become effective Commitment Agreement shall have been satisfied) and (which shallII) each Borrower, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Partieseach Subsidiary Guarantor, the Administrative ABL Loan Collateral Agent and any other Person whose consent is required each Incremental Lender (as provided above applicable) shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and the ABL Loan Collateral Agent such additional Security Documents and/or amendments to the Security Documents which are necessary to ensure that all Loans incurred pursuant to the Incremental Commitments are secured by each relevant Security Document (the “Incremental Security Documents”) together with such legal opinions, closing certificates and other documentation instruments, documents and agreements as the Administrative Agent may reasonably request. The Administrative Agent shall reasonably specify promptly notify each Lender as to evidence the effectiveness of each Incremental Commitment Agreement and, at such time, Schedule 1.01(a) shall be deemed modified to reflect the Incremental Term Commitments of such Incremental Lenders. (c) It is understood and agreed that the Incremental Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Commitment Agreement shall constitute part of, and be added to, the Total Revolving Loan Commitment. Each Additional Commitment and each Incremental Lender shall constitute a Lender for all purposes of this Agreement and each other applicable Credit Extension Amendment Document. (d) At the time of any provision of Incremental Commitments pursuant to this clause (d) shall specify Section 2.15, each Borrower shall, in coordination with the terms Administrative Agent, repay outstanding Revolving Loans of certain of the applicable Incremental Term Loans; provided that: Lenders, and incur additional Revolving Loans from certain other Lenders (i) including the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans Lenders), in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except each case to the extent necessary so that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit all of the then existing Lenders); and Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, after giving effect to such Incremental Term Loans and any increase in the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such dateTotal Revolving Loan Commitment pursuant to this Section 2.15) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the Borrowers being obligated to pay to the respective amount Lenders any costs of Term Loans of the type referred to in Section 2.11 in connection with any such Class held by each Lenderrepayment and/or Borrowing.

Incremental Commitments. (1a) The Borrower mayshall have the right, by written notice in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.14, but without requiring the consent of the Administrative Agent or the Lenders (except, in either case, as otherwise provided in this Section 2.14), to request at any time and from time to time after the Effective Date and prior to the Final Maturity Date that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders) provide Incremental Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Incremental Commitment Agreement, make Revolving Loans and participate in Letters of Credit and Swingline Loans pursuant thereto; provided that (i) no Lender shall be obligated to provide an Incremental Commitment, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent from time and the Borrower an Incremental Commitment Agreement as provided in clause (b) of this Section 2.14, such Lender shall not be obligated to time, request Incremental Term fund any Revolving Loans in excess of its Revolving Loan Commitments not to exceed $100,000,000 from one Commitment (if any) or more Eligible Assigneesparticipate in any Letters of Credit or Swingline Loans in excess of its RL Percentage, in each case, as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.14; provided that is a Farm Credit the Lenders shall have at least 10 Business Days following the Borrower’s request for Incremental Commitments to decide whether or not to provide any such Incremental Commitments (and, to the extent that any Lender (whichfails to respond within such 10 Business Day period, in each case, may include any existing Lender (but no such Lender shall be required deemed to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing have rejected to provide such an Incremental Term Loans in their sole discretion Commitment), (such Lendersii) any Lender (including any Person which is an Eligible Transferee who will become a Lender) may so provide an Incremental Commitment without the consent of the Administrative Agent or any other Lender; provided that any Person that is not a Lender prior to the effectiveness of its Incremental Commitment shall require the consent of the Administrative Agent, each Issuing Lender and the “Swingline Lender (which consents shall not be unreasonably withheld) to provide an Incremental Term Loan Lenders”). Such notice shall set forth Commitment pursuant to this Section 2.14, (iiii) the aggregate amount of the each request (and provision therefor) for Incremental Term Loan Commitments being requested (which shall be in a minimum aggregate amount for all Lenders which provide an Incremental Commitment pursuant to a given Incremental Commitment Agreement pursuant to this Section 2.14 (including Persons who are Eligible Transferees and will become Lenders) of at least $10,000,000 and minimum increments of $10,000,000, 25,000,000 (or remaining permitted amount or, in each case, such lesser amount approved by that is acceptable to the Administrative Agent), (iiiv) whether the aggregate amount of all Incremental Term Commitments permitted to be provided pursuant to this Section 2.14 shall not exceed in the aggregate $200,000,000, (v) the Borrower shall not increase the Total Revolving Loan Commitment pursuant to this Section 2.14 more than five times, (vi) if the Applicable Margins with respect to Revolving Loans to be borrowed incurred pursuant to an Incremental Commitment shall be higher in any respect than those applicable to any other Revolving Loans, the Applicable Margins for the other Revolving Loans and extension of credit hereunder shall be automatically increased as and to the extent needed to eliminate any deficiencies in accordance with the definition of “Applicable Margin” contained herein (such increase, the “Additional Margin”), (vii) all Revolving Loans incurred pursuant to an Incremental Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the other applicable Credit Documents and shall be secured by the relevant Security Documents, and guaranteed under the relevant Guaranties, on a pari passu basis will all other Loans (and related Obligations) secured by each relevant Security Document and guaranteed under each relevant Guaranty, and (viii) each Lender (including any Person which is an Eligible Transferee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Commitment Agreement shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, participate in Swingline Loans and Letters of Credit pursuant to Sections 2.01(b) and 3.04, respectively, and make Revolving Loans as provided in Section 2.01(a) and such Revolving Loans shall constitute Revolving Loans for all purposes of this Agreement and the other applicable Credit Documents. (b) At the time of the provision of Incremental Commitments pursuant to this Section 2.14, (I) Holdings, the Borrower, each Subsidiary Guarantor, the Administrative Agent, the Swingline Lender and each Issuing Lender (if the consent of the Swingline Lender and each Issuing Lender are required pursuant to Section 2.14(a)(ii)) and each such Lender or other Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Borrower and the Administrative Agent an Incremental Commitment Agreement, appropriately completed (with the effectiveness of the Incremental Commitment provided therein to occur on the date set forth in such Incremental Term Loan Commitments are to be an increase Commitment Agreement, which date in any existing Class of Term Loans or a new Class of Term Loans and (iii) event shall be no earlier than the date on which (i) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid, (ii) all Incremental Commitment Requirements have been satisfied, (iii) all conditions set forth in this Section 2.14 shall have been satisfied and (iv) all other conditions precedent that may be set forth in such Incremental Term Loan Commitments are requested to become effective Commitment Agreement shall have been satisfied) and (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2II) The Loan PartiesHoldings, the Administrative Borrower, each Subsidiary Guarantor, the Collateral Agent and any other Person whose consent is required each Incremental Lender (as provided above applicable) shall execute and deliver to the Administrative Agent an and the Collateral Agent such additional Security Documents and/or amendments to the Security Documents which are necessary to ensure that all Loans incurred pursuant to the Incremental Commitments and any Additional Credit Extension Amendment and such other documentation as Margin are secured by each relevant Security Document (the “Incremental Security Documents”). The Administrative Agent shall reasonably specify promptly notify each Lender as to evidence the effectiveness of each Incremental Commitment Agreement and, at such time, Schedule 1.01(a) shall be deemed modified to reflect the Incremental Term Commitments of such Incremental Lenders. (c) It is understood and agreed that the Incremental Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Commitment Agreement shall constitute part of, and be added to, the Total Revolving Loan Commitment. Each Additional Commitment and each Incremental Lender shall constitute a Lender for all purposes of this Agreement and each other applicable Credit Extension Amendment Document. (d) At the time of any provision of Incremental Commitments pursuant to this clause (d) shall specify Section 2.14, the terms Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the applicable Incremental Term Loans; provided that: Lenders, and incur additional Revolving Loans from certain other Lenders (i) including the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans Lenders), in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except each case to the extent necessary so that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit all of the then existing Lenders); and Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, after giving effect to such Incremental Term Loans and any increase in the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such dateTotal Revolving Loan Commitment pursuant to this Section 2.14) and use of proceeds therefrom, with the Borrower would be being obligated to pay to the respective Lenders any costs of the type referred to in compliance Section 2.11 in connection with Section 8.11 and any such repayment and/or Borrowing. (ze) At the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase time of any existing Class provision of Term LoansIncremental Commitments pursuant to this Section 2.14, all dollar thresholds included in any determination made with respect to Excess Availability shall be increased automatically in an amount equal to the Lenders shall take any action as may be reasonably required percentage by which the Administrative Agent to ensure that Incremental Commitments increase the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each LenderTotal Revolving Loan Commitments.

Incremental Commitments. (1a) The Borrower Borrowers may, from time to time, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments, additional Domestic Revolving Credit Commitments and/or additional Multicurrency Revolving Credit Commitments, as applicable, in an aggregate amount not to exceed $100,000,000 the Incremental Amount from one or more Eligible Assignees, in each case, that is a Farm Incremental Term Lenders or persons who will become Domestic Revolving Credit Lender Lenders and/or Multicurrency Revolving Credit Lenders (which, in each case, which may include any existing Lender (but no willing to provide the same, in their own discretion); provided that each such person, if not already a Lender shall be required to participate in any such Incremental Term Loan without its consent) and hereunder, shall be subject to such consentsthe approval of the Administrative Agent (which approval shall not be unreasonably withheld and shall be given or withheld within three Business Days and, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenderswithheld, the “Incremental Term Loan Lenders”reason therefor shall be specified in writing promptly thereafter). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments, additional Domestic Revolving Credit Commitments and/or additional Multicurrency Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 and minimum increments of $10,000,000, 5,000,000 or equal to the remaining permitted amount or, in each case, such lesser amount approved by the Administrative AgentIncremental Amount), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments, additional Domestic Revolving Credit Commitments and/or additional Multicurrency Revolving Credit Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, shall not be not less than ten 10 Business Days nor more than 60 calendar days after the date of such notice is deliverednotice) and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). (2b) The Loan PartiesTerex and each Incremental Term Lender, the Administrative Agent and any other Person whose consent is required as provided above additional Domestic Revolving Credit Lender and/or additional Multicurrency Revolving Credit Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Lender. Each Incremental Assumption Agreement in respect of Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) Commitments shall specify the terms of the applicable Incremental Term LoansLoans to be made thereunder; provided that: , without the prior written consent of Lenders holding at least 51% in interest of the outstanding Loans and Commitments of any Class of Term Loans, (i) if the Incremental initial yield on any Other Term Loans shall not (as determined by the Administrative Agent to be guaranteed by equal to the sum of (x) the Adjusted LIBOR margins on the Other Term Loans plus (y) if the Other Term Loans are initially made at a discount or the lenders making the same receive a fee (other than routine amendment fees) from Terex or any of its Subsidiaries for doing so (the amount of such discount or fee, expressed as a percentage of the Borrower that do not guarantee Other Term Loans, being referred to herein as “OID”), the existing Loans and shall be secured on a pari passu basis amount of such OID divided by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) lesser of (A) the Maturity Date average life to maturity of such Other Term Loans or (B) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Applicable Percentage then in effect for Eurocurrency Term Loans of any Incremental Class, then each Applicable Percentage for each adversely affected Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans, (ii) the final maturity date of any Other Term Loans shall be no earlier than (x) the then Latest Maturity Date final maturity date of any other Class of Term Loans and (By) if the initial yield (determined as provided above) on such Other Term Loans exceeds the Applicable Percentage then in effect for Eurocurrency Term Loans of any Class, the date falling six months after the final maturity date of each such adversely affected Class, and (iii) the Weighted Average Life average life to Maturity maturity of any Incremental Other Term Loans shall be no shorter than (x) the remaining Weighted Average Life average life to Maturity maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing other Class of Term Loans and (y) if the initial yield (determined as provided above) on such Other Term Loans exceeds the Applicable Percentage then in effect for Eurocurrency Term Loans of any Class, six months longer than the average life to maturity of each such adversely affected Class. The Administrative Agent shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) promptly notify each Lender as the applicable existing Class of Term Loans); (v) subject to the aboveeffectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loans Assumption Agreement, this Agreement shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except deemed amended to the extent that this Agreement is amended (which shall not require but only to the consent of any Lenderextent) necessary to incorporate such more restrictive provisions for reflect the benefit existence and terms of the then existing Lenders); andIncremental Term Loan Commitments, additional Domestic Revolving Credit Commitments and/or additional Multicurrency Revolving Credit Commitments evidenced thereby and any increase to the Applicable Percentages required by the foregoing provisions of this paragraph. Any such deemed amendment may be memorialized in writing by the Administrative Agent with Terex’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (vic) subject to Section 1.06Notwithstanding the foregoing, no Incremental Term Loan Commitment Commitment, additional Domestic Revolving Credit Commitments or additional Multicurrency Revolving Credit Commitments shall become effective under this Section 2.01(b) 2.27 unless (wi) no Default or Event on the date of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) effectiveness, the conditions set forth in clauses paragraphs (ab) and (bc) of Section 5.02 are 4.01 shall be satisfied whether or not and the Administrative Agent shall have received a Credit Extension is made on certificate to that effect dated such date (andand executed by a Financial Officer of Terex, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (zii) the Administrative Agent shall have received documents (with sufficient copies for each of the Incremental Term Lenders, additional Domestic Revolving Credit Lenders and/or additional Multicurrency Revolving Credit Lenders) closing certificates and legal opinions as to such matters as are documentation reasonably requested specified by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender.

Incremental Commitments. (1a) The Borrower may, by written notice shall have the right to the Administrative Agent request at any time and from time to timetime that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders, request subject to the terms set forth in Section 2.21) provide an increase in Revolving Commitments (a “Revolving Commitment Increase”), one or more additional Tranches of Revolving Commitments (an “Additional/Replacement Revolving Commitment”) or Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible Assignees(such Term Loans incurred in connection therewith, in each caseeach, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such an “Incremental Term Loan without its consent) and shall be subject to such consentsLoan” and, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenderscollectively, the “Incremental Term Loan LendersLoans” and, collectively with any Revolving Commitment Increase and any Additional/Replacement Revolving Commitment, each, an “Incremental Facility” and collectively, the “Incremental Facilities”). Such notice shall set forth ) to the Borrower and, subject to the terms and conditions contained in this Agreement and in the relevant Incremental Amendment, make Loans pursuant thereto; it being understood and agreed, however, that: (i) no Lender shall be obligated to provide an Incremental Facility as a result of any such request by the Borrower; (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental Facility without the consent of any other Lender; (iii) each Incremental Facility shall be denominated in U.S. Dollars; (iv) the amount of any Incremental Facility made available pursuant to a given Incremental Amendment shall be in a minimum aggregate amount for all Lenders which provide such Incremental Facility thereunder (including Eligible Transferees who will become Lenders) of at least $25,000,000; (v) the aggregate principal amount of any Loan or Commitment, as applicable, pursuant to an Incremental Facility on the date of the incurrence thereof shall not exceed, when taken together with any incurrence of Permitted Pari Passu Loans, Permitted Pari Passu Notes or Permitted Junior Debt pursuant to Section 10.04(xxvii)(A)(1) on such date, (x) the then-remaining Fixed Dollar Incremental Amount as of the date of incurrence plus (y) subject to the satisfaction of the applicable Incurrence-Based Incremental Facility Test, any Incurrence-Based Incremental Amount that may be incurred thereunder on such date; (vi) the proceeds of all Incremental Facilities incurred by the Borrower may be used for any purpose not prohibited under this Agreement; (vii) the Borrower shall specifically designate, in consultation with the Administrative Agent, any Tranche of the Incremental Term Loan Commitments being requested provided thereunder (which Tranche shall be a new Tranche (i.e., not the same as any existing Tranche of Incremental Term Loans, Incremental Term Loan Commitments or other Term Loans), unless the requirements of Section 2.15(c) are satisfied), which designation shall be set forth in the applicable Incremental Amendment; (viii) if to be incurred as a minimum amount new Tranche of $10,000,000 Incremental Term Loans, such Incremental Term Loans shall have the same terms as each other Tranche of Term Loans as in effect immediately prior to the effectiveness of the relevant Incremental Amendment, except as to purpose (which is subject to the requirements of the preceding clause (vi)) and minimum increments optional prepayment provisions and mandatory prepayment provisions (which are governed by Section 5.02; provided that each new Tranche of $10,000,000Incremental Term Loans shall be entitled to share in mandatory prepayments on a ratable basis with the other Tranches of Term Loans (unless the holders of the Incremental Term Loans of any Tranche agree to take a lesser share of any such prepayments)); provided, however, that (I) the maturity and amortization of such Tranche of Incremental Term Loans may differ, so long as such Tranche of Incremental Term Loans shall have (a) a Maturity Date of no earlier than the Latest Maturity Date as of the date such Indebtedness was incurred and (b) a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for the Tranche of then outstanding Term Loans with the then longest Weighted Average Life to Maturity (in each case of the foregoing clauses (a) and (b), excluding for this purpose (x) interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the requirements of this clause (I) and (y) amounts not in excess of the Inside Maturity Date Basket at the time of incurrence), (II) the Effective Yield applicable to such Tranche of Incremental Term Loans may differ from that applicable to the then outstanding Tranches of Term Loans, with the Effective Yield applicable thereto to be specified in the respective Incremental Amendment; provided, however, that if the Effective Yield for any such Incremental Term Loans or remaining permitted amount orany Permitted Pari Passu Loans, in each case which constitute MFN Qualifying Term Loans, exceeds the Effective Yield then applicable to any then outstanding Term B-2 Loans by more than 0.50% per annum, the Applicable Margins for all then outstanding Term B-2 Loans shall be increased as of such date in accordance with the requirements of the definition of “Applicable Margin” (the “MFN Pricing Test”); and (III) such Tranche of Incremental Term Loans may be pursuant to documentation to be agreed between the Borrower and the applicable lenders providing the Incremental Term Loans and, solely to the extent administrative matters applicable to Administrative Agent in its capacity as such are set forth therein, that is reasonably acceptable to the Administrative Agent and may have other terms (other than those described in preceding clauses (I) and (II)) that may differ from those of other Tranches of Term Loans, including, without limitation, as to the application of optional or voluntary prepayments among the Incremental Term Loans and the existing Term Loans, in each case, taken as a whole, that are not materially more favorable to the lenders providing such lesser amount approved by Incremental Term Loans than the provisions applicable to the existing Term Loans or as are otherwise reasonably satisfactory to the Administrative Agent)Agent (provided that to the extent such documentation and terms are not consistent with the terms of, and documentation governing, the Term B-2 Loans, such terms (iiif favorable to the existing Lenders) whether shall be automatically incorporated into the Credit Documents for the benefit of all existing Lenders without further amendment requirements, including, for the avoidance of doubt, at the option of the Borrower, any increase in the Applicable Margin or amount of amortization relating to the existing Term Loans to bring such Applicable Margin or amount of amortization in line with the Incremental Term Loans to achieve fungibility with such existing Term Loans); (ix) the terms and provisions of any Revolving Commitment Increase shall be borrowed pursuant identical to the Initial Revolving Loans and the Closing Date Revolving Commitments, and, for purposes of this Agreement and the other Credit Documents, all Revolving Loans made under the Revolving Commitment Increase shall be deemed to be Initial Revolving Loans, including, without limitation, the following: (A) the rate of interest applicable to the Revolving Commitment Increase shall be the same as the rate of interest applicable to the Initial Revolving Loans, (B) unused line fees applicable to the Revolving Commitment Increase shall be calculated using the same Applicable Commitment Fee Rate applicable to the Initial Revolving Loans, (C) the Revolving Commitment Increase shall share ratably in any mandatory prepayments of the Initial Revolving Loans, (D) after giving effect to such Incremental Term Loan Revolving Commitment Increases, Revolving Commitments are shall be reduced based on each Lender’s Pro Rata Percentage, and (E) the Revolving Commitment Increase shall rank pari passu in right of payment and security with the Initial Revolving Loans; (x) the maturity, interest rate and fees of any Tranche of Additional/Replacement Revolving Commitments may differ, so long as such Tranche of Revolving Loans made under the Additional/Replacement Revolving Commitments shall have a maturity date of no earlier than the then latest maturing Tranche of outstanding Revolving Loans; (xi) any Tranche of Additional/Replacement Revolving Commitments shall not require any scheduled amortization or mandatory commitment reduction prior to be an increase in any existing Class the Latest Maturity Date of Term Loans or a new Class of Term the Initial Revolving Loans and Closing Date Revolving Commitments and shall be on substantially the same terms as those applicable to the Initial Revolving Loans and Closing Date Revolving Commitments (iii) the date on which such Incremental Term Loan Commitments are requested other than as set forth herein or otherwise reasonably acceptable to become effective (which shall, unless otherwise agreed by the Administrative Agent); (xii) all Incremental Term Loans (and all interest, fees and other amounts payable thereon) incurred by the Borrower shall be Obligations of the Borrower under this Agreement and the other applicable Credit Documents and shall, to the extent secured, be not less than ten Business Days after secured by the date Security Agreements, and guaranteed under each relevant Guaranty, on a pari passu basis or junior basis with all other Term Loans secured by the Security Agreement and guaranteed under each such notice is delivered)Guaranty and shall be secured by only the Collateral securing the Obligations hereunder; (xiii) each Lender (including any Eligible Transferee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Amendment shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, make Revolving Commitment Increases, Additional/Replacement Revolving Commitments and/or Incremental Term Loans under the Tranche specified in such Incremental Amendment as provided in Section 2.01(c) and such Loans shall thereafter be deemed to be Revolving Loans or Incremental Term Loans under such Tranche, as applicable, for all purposes of this Agreement and the other applicable Credit Documents; and (xiv) all Incremental Commitment Requirements are satisfied. (2b) The Loan PartiesAt the time of the provision of Incremental Commitments pursuant to this Section 2.15, the Borrower, the Administrative Agent and any each such Lender or other Person whose consent is required as provided above Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Administrative Agent an Additional Credit Extension Incremental Amendment and (which shall not require the consent of any other Lender), with the effectiveness of the Incremental Commitment provided therein to occur on the date on which (w) a fully executed copy of such other documentation as Incremental Amendment shall have been delivered to the Administrative Agent, (x) 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 upfront or arrangement fees owing to the Administrative Agent to the extent it served as the arranger for the Incremental Commitments), (y) all Incremental Commitment Requirements are satisfied, and (z) all other conditions set forth in this Section 2.15 shall reasonably specify have been satisfied. The Administrative Agent shall promptly notify each Lender as to evidence the effectiveness of each Incremental Amendment, and at such time, (i) Schedule 2.01 shall be deemed modified to reflect the revised Incremental Commitments of the affected Lenders and (ii) to the extent requested by any Incremental Lender, Term Notes or Revolving Notes, as applicable, will be issued at the Borrower’s expense to such Incremental Lender, to be in conformity with the requirements of Section 2.05 (with appropriate modification) to the extent needed to reflect the new Incremental Loans and Incremental Commitments made by such Incremental Lender. (c) Notwithstanding anything to the contrary contained above in this Section 2.15, the Incremental Term Loan Commitment. Each Additional Credit Extension Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Amendment shall constitute a new Tranche, which shall be separate and distinct from the existing Tranches pursuant to this clause (d) shall Agreement; provided that the parties to a given Incremental Amendment may specify therein that the terms of the applicable Incremental Term Loans made pursuant thereto shall constitute part of, and be added to, an existing Tranche of Term Loans; provided that, in any case so long as the following requirements are satisfied: (i) the Incremental Term Loans to be made pursuant to such Incremental Amendment shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by have the same Collateral (Borrower, the same maturity date and no additional collateral) securing the then existing Obligationssame Applicable Margins as the Tranche of Term Loans to which the new Incremental Term Loans are being added; (ii) (A) the Maturity Date of any new Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees Scheduled Repayment Dates as then remain with respect to the Tranche to which such new Incremental Term Loans are being added (other than upfront feeswith the amount of each Scheduled Repayment applicable to such new Incremental Term Loans to be the same (on a proportionate basis)) as is theretofore applicable to the applicable existing Class Tranche to which such new Incremental Term Loans are being added, thereby increasing the amount of each then remaining Scheduled Repayment of the respective Tranche proportionately; and (iii) on the date of the making of such new Incremental Term Loans); (v) subject , and notwithstanding anything to the abovecontrary set forth in Section 2.09, any such new Incremental Term Loans shall be on terms added to (and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental form part of) each Borrowing of outstanding Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class applicable Tranche on a pro rata basis in accordance with (based on the relative sizes of the various outstanding Borrowings), so that each Lender holding Term Loans under the respective amount Tranche of Term Loans participates in each outstanding Borrowing of Term Loans of the respective Tranche (after giving effect to the incurrence of such Class held new Incremental Term Loans pursuant to Section 2.01(c)) on a pro rata basis. To the extent the provisions of the preceding clause (iii) require that Incremental Lenders making new Incremental Term Loans add such Incremental Term Loans to the then outstanding Borrowings of LIBO RateSOFR Loans of such Tranche, it is acknowledged that the effect thereof may result in such new Incremental Term Loans having irregular Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding LIBO RateSOFR Loans of such Tranche and which will end on the last day of such Interest Period), which irregular interest periods shall be permitted notwithstanding anything to the contrary in this Agreement. All determinations by each Lenderany the Administrative Agent of the LIBO RateAdjusted Term SOFR in such circumstances pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.

Incremental Commitments. (1a) The Borrower maymay at any time or from time to time after the Effective Date, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible Assigneesincreases in the amount of the Commitments (each such increase, a “Commitment Increase”); provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (x) no Default shall exist and (y) all representations and warranties in each casethis Agreement or any other Loan Document shall be true and correct in all material respects and (ii) the aggregate amount of all Commitment Increases pursuant to this Section 2.20, shall not exceed $100,000,000. Each Commitment Increase shall be in an aggregate principal amount that is a Farm Credit Lender not less than $10,000,000 (which, provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in each case, the next sentence). Each notice from the Borrower pursuant to this Section 2.20 shall set forth the requested amount and proposed terms of the relevant Commitment Increase. Commitment Increases may include be provided by any existing Lender or by any other bank or other financial institution (but no any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Commitment Increases if such consent would be required under Section 9.04 for an assignment of Revolving Loans or Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be required provided by an existing Lender, an increase in such Lender’s Commitment) under this Agreement pursuant to participate an amendment (each, an “Incremental Amendment”) to this Agreement, executed by the Parent, the Borrower, each Lender agreeing to provide such Commitment Increase, if any, each Additional Lender, if any, and the Administrative Agent. Each Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20. The effectiveness of any such Incremental Term Loan without its consent) and Amendment shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) satisfaction on the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms thereof of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries each of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses Section 4.02 (it being understood that all references to “the occasion of any Borrowing” or “issuance, amendment, renewal or extension of a Letter of Credit” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Commitment Increases, unless it so agrees. Upon each increase in the Commitments pursuant to this Section 2.20, (a) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Commitment Increase (each, a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment and (b) if, on the date of Section 5.02 such increase, there are satisfied whether any Revolving Loans outstanding, such Revolving Loans shall on or not a Credit Extension is made on such date (and, only prior to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings effectiveness of such Class are held Commitment Increase be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Lenders of such Class on a pro rata basis Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.15. The Administrative Agent and the respective amount of Term Loans of such Class held by each LenderLenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (b) This Section 2.20 shall supersede any provisions in Section 2.17 or 9.02 to the contrary.

Incremental Commitments. (1a) The Borrower may, from time to time, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments not to exceed $100,000,000 and/or additional Revolving Commitments, as applicable (collectively, “Incremental Commitments”), from one or more Lenders (in the sole discretion of such Lenders) or Eligible AssigneesAssignees who will become Lenders, in an aggregate principal amount of up to an amount equal to the greater of $50,000,000 and 1.00x Consolidated EBITDA; provided that at the time of the incurrence of such Incremental Commitments and immediately after giving effect thereto and to the use of the proceeds thereof (assuming the full utilization thereof), (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) the Borrower shall be in compliance, on a Pro Forma Basis, with each caseof the Financial Covenants set forth in Sections 7.12(a) and (b); provided, further, that is each such person, if not already a Farm Credit Lender (whichhereunder, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consentsthe approval of the Administrative Agent and, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lendersany additional Revolving Commitment, the “Incremental Term Loan Lenders”L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or additional Revolving Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent20,000,000), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments and/or additional Revolving Commitments are requested to become effective (which shallshall not be less than 10 Business Days nor more than 60 calendar days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be not less than ten Business Days after Term Loan Commitments or commitments to make term loans with terms different from the date such notice is deliveredTerm Loans (“Other Term Loans”). All Incremental Term Loans shall be made in Dollars. (2b) The Loan Parties, the Administrative Agent Borrower and any other Person whose consent is required as provided above each Incremental Term Lender and/or additional Revolving Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Lender. Subject to clause (c) below, each Incremental Assumption Agreement in respect of Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) Commitments shall specify the terms of the applicable Incremental Term Loans; provided Loans to be made thereunder. 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, upon the effectiveness of any Incremental Assumption Agreement, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments evidenced thereby and any increase to the Applicable Margins required by the foregoing provisions of this paragraph. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto. (c) The terms of each Incremental Term Loan and, as applicable, each additional Revolving Commitment shall be reasonably satisfactory to the Administrative Agent and in any event: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries rank pari passu in right of the Borrower that do not guarantee payment and of security with the existing Revolving Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing ObligationsTerm Loans; (ii) (A) in the case of Incremental Term Loans, shall not mature earlier than the Latest Maturity Date of any the Term Loans outstanding at the time of incurrence of such Incremental Term Loans Loans; (iii) in the case of Incremental Term Loans, shall be no earlier than the then Latest Maturity Date and (B) the have a Weighted Average Life to Maturity of any Incremental Term Loans shall be no not shorter than the remaining Weighted Average Life to Maturity of then existing Term Loans; (iv) in the case of Incremental Term Loans, subject to clauses (ii) and (iii) above, shall have amortization determined by the Borrower and the applicable Incremental Term Lenders; (v) in the case of Incremental Term Loans, subject to clause (x) below, shall have an Applicable Margin determined by the Borrower and the applicable Incremental Term Lenders; (vi) in the case of Incremental Term Loans, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of initial Term Loans hereunder, as specified in the applicable Incremental Assumption Agreement; (vii) without the prior written consent of any Loan Party or Credit Party, if the Effective Yield on any secured Other Term Loans (as determined by the Administrative Agent) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Effective Yield (as determined by the Administrative Agent) on any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with , then the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have Applicable Margin for each such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have automatically be increased by the same interest ratesYield Differential, optional prepayment provisions and fees (other than upfront fees) as effective upon the applicable existing Class making of such Other Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (viviii) subject all material terms of any additional Revolving Commitments and Revolving Loans under such additional Revolving Commitments shall be identical to Section 1.06, no the existing Revolving Commitments and Revolving Loans. (d) No Incremental Term Loan Commitment Commitments or additional Revolving Commitments shall become effective under this Section 2.01(b) unless 2.11 unless, on the date of such effectiveness, (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (xi) the conditions set forth in clauses paragraphs (a) and (b) of Section 5.02 are 4.2 shall be satisfied whether or not as if it was a Credit Extension is made on borrowing date and the Administrative Agent shall have received a certificate to that effect dated such date (and, only to and executed by a Responsible Officer of the extent a Borrowing is made on such date, clause (c) is required to be complied with)Borrower; (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (zii) the Administrative Agent shall have received documents (with sufficient copies for each of the Incremental Term Lenders and/or additional Revolving Lenders) closing certificates, opinions of counsel and legal opinions as to such matters as are reasonably other customary documentation requested by the Administrative Agent. Upon any increase . (e) Each of any existing Class of Term Loans, the Lenders shall parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably required by the Administrative Agent necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis and that following the Borrowings establishment of such Class any additional Revolving Commitments, the outstanding Revolving Loans are held by the Revolving Lenders in accordance with their new Applicable Percentages. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding SOFR Borrowing of the relevant Class to be converted into an ABR Borrowing of such Class on the date of each Incremental Term Loan or additional Revolving Commitment, or by allocating a portion of each Incremental Term Loan to each outstanding SOFR Term Borrowing of the same Class on a pro rata basis basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in accordance the Borrowing of which they are a part (and notwithstanding any other provision of this Credit Agreement that would prohibit such an initial Interest Period), or requiring a prepayment and reborrowing of Revolving Loans. Any conversion or prepayment made pursuant to the preceding sentence shall be subject to Section 3.5 (it being understood that, the Administrative Agent shall consult with the respective Borrower regarding the foregoing and, to the extent practicable, will attempt to pursue options that minimize breakage costs). In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.6(b) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans of such Class held by each LenderLoans.

Incremental Commitments. (1) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or increases in the Revolving Commitments of any Class (a “Revolving Commitment Increase”) or the establishment of a new Class of Revolving Commitments or Extended Revolving Commitments (such new Class of Commitments, an “Additional Revolving Commitment” and, together with any Revolving Commitment Increases, the “Incremental Revolving Commitments”), as applicable, in an aggregate amount for any such incurrence (excluding Refinancing Term Loans and any ExtendedAdditional Revolving Commitments that are established concurrently with the reduction in any then existing Class of Revolving Commitments) not to exceed $100,000,000 the sum of (i) the then remaining Incremental Amount and (ii) an unlimited amount, so long as, to the extent (A) such Commitments are secured, the pro forma Consolidated Secured Net Leverage Ratio does not exceed 3.50 to 1.00 or (B) such Commitments are unsecured, the pro forma Consolidated Net Leverage Ratio does not exceed 4.50 to 1.00 (in each case, excluding cash proceeds of such Incremental Commitments from cash and cash equivalents and treating any Incremental Revolving Commitments as fully drawn), from one or more Eligible Assignees, in each case, that is a Farm Credit Lender Assignees (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan or additional Revolving Commitment without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan or Revolving Commitment, as applicable, to such Person) willing to provide such Incremental Term Loans and/or additionalIncremental Revolving Commitments, as the case may be, in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”)discretion. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or additionalIncremental Revolving Commitments being requested (which shall be in a minimum amount of $10,000,000 25,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) (x) in the case of Incremental Term Loan Commitments, whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (y) in the case of any additionalIncremental Revolving Commitments, whether such Revolving Commitments are to be an increase in any existing Class of Revolving Commitments or a new Class of Extended Revolving Commitments and (iii) the date on which such Incremental Term Loan Commitments and/or increasedIncremental Revolving Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment or additionalIncremental Revolving Commitments. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term LoansLoans and/or additionalIncremental Revolving Commitments; provided that: (i) any additional Revolving CommitmentsCommitment Increases shall have the same terms as the then existing Revolving Commitments (except for upfront and arrangement fees and except that any Extended Revolving Commitments may have different terms to the extent permitted by subclause (vi) below); (ii) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (iiiii) (Aa) the Maturity Date of any Incremental Term Loans or Additional Revolving Commitments shall be no earlier than the then Latest Maturity Date and and, (Bb) the Weighted Average Life to Maturity of any anyno Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term LoansLoans;require scheduled amortization payments in excess of 15.0% per annum of the original principal amount thereof and (c) there shall be no scheduled amortization of any Additional Revolving Commitment prior to the Latest Maturity Date of any Revolving Commitment; (iiiiv) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepaymentprepayment[reserved]; (ivv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans)Loans);[reserved]; (vvi) subject to the above, any Incremental Term Loans and ExtendedAdditional Revolving Commitments shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans or ExtendedAdditional Revolving Commitments (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vivii) subject to Section 1.061.10, no Incremental Term Loan Commitment or additionalIncremental Revolving Commitment shall become effective under this Section 2.01(b2.01(d) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment or Incremental Revolving Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, date clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans or additionalIncremental Revolving Commitments and the incurrence of Indebtedness thereunder (assuming assuming, in the case of Incremental Term Loan Commitments, that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (ziv) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Revolving Commitments or Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Revolving Commitments or Term Loans of such Class held by each Lender.

Incremental Commitments. (1a) The At any time during the Revolving Loan Availability Period, Borrower may, may by written notice to the Administrative Agent from time elect to time, request Incremental Term an increase to the existing Revolving Loan Commitments (any such increase, the “New Revolving Loan Commitments”) by an amount not to exceed in excess of $100,000,000 from one 175,000,000 in the aggregate. Such New Revolving Loan Commitments shall not be less than $10,000,000 individually (or more Eligible Assignees, in each case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender lesser amount which shall be required to participate in any such Incremental Term Loan without its consent) approved by Administrative Agent), and shall be subject to in integral multiples of $1,000,000 in excess of that amount. Each such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth specify (i) the amount of date (each, an “Increased Amount Date”) on which Borrower proposes that the Incremental Term New Revolving Loan Commitments being requested (shall be effective, which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), date not less than ten (ii10) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) Business Days after the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the delivered to Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined extension mutually agreed by the Borrower and the Lenders providing Lenders) and (ii) the identity of each Revolving Loan Lender or other Person (each, a “New Revolving Loan Lender”) to whom Xxxxxxxx proposes any portion of such Incremental Term LoanNew Revolving Loan Commitments be allocated and the amounts of such allocations; provided that, the terms applicable to any such Incremental Term Loans that (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (wA) no Default or Event of Default shall exist on such Increased Amount Date before or after giving pro forma effect to such Incremental Term New Revolving Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefromCommitments; (xB) both before and after giving effect to such New Revolving Loan Commitments each of the conditions set forth in clauses Section 7.4 shall be satisfied; (aC) the New Revolving Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Borrower, the New Revolving Loan Lenders, and Administrative Agent, and each of which shall be recorded in the Register and each New Revolving Loan Lender shall be subject to the requirements set forth in Section 13.5(b); (D) Borrower shall make any payments required pursuant to Section 2.10 in connection with the New Revolving Loan Commitments; (E) the allocations of New Revolving Loan Commitments as among existing Revolving Loan Lenders who are New Revolving Loan Lenders shall be pro rata as determined by the allocations among the existing Revolving Loan Commitments; (F) the Borrower shall not propose the addition of any New Revolving Loan Lender prior to providing the existing Revolving Loan Lenders an opportunity to accept the full amount of New Revolving Loan Commitments and (G) the Borrower shall have approached each existing Revolving Loan Lender concurrently to provide all or a portion of the New Revolving Loan Commitments and each such Lender shall have had the opportunity to elect or decline in its sole discretion (with elections in excess of the requested New Revolving Loan Commitments being allocated ratably). Each request for New Revolving Loan Commitments shall be accompanied by an updated Pro Forma Model, taking into account the effect of any New Revolving Loan Commitments. For the avoidance of doubt, the maturity date for any New Revolving Loan Commitments shall be no earlier than the Revolving Loan Maturity Date unless otherwise agreed by each of the Lenders. (b) On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of Section 5.02 are satisfied whether or not a Credit Extension is made the foregoing terms and conditions, (i) each of the Revolving Loan Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such date (andIncreased Amount Date as shall be necessary in order that, only after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the extent addition of such New Revolving Loan Commitments to the Revolving Loan Commitments, (ii) each New Revolving Loan Commitment shall be deemed for all purposes a Borrowing is Revolving Loan Commitment and each Loan made on such datethereunder (a “New Revolving Loan”) shall be deemed, clause for all purposes, a Revolving Loan and (iii) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. (c) is required to be complied with); Administrative Agent shall notify the Lenders promptly upon receipt of Xxxxxxxx’s notice of each Increased Amount Date and, in respect thereof, (yi) on a Pro Forma Basis, giving effect to such Incremental Term Loans the New Revolving Loan Commitments and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefromNew Revolving Loan Lenders, the Borrower would be in compliance with Section 8.11 and (zii) the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.14. (d) The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement or and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.14. Each Lender hereby directs and authorizes the Administrative Agent shall have received documents to execute or cause to be executed any and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be all further instruments reasonably required by the Administrative Agent Borrower to ensure that effectuate the Borrowings provisions of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lenderthis Section 2.14 (including entering into one or more joinder agreements, as applicable).

Incremental Commitments. (1a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Commitments, as applicable, in an amount not to exceed $100,000,000 the Incremental Amount available at the time such Incremental Term Loans are funded or Incremental Revolving Commitments are established from one or more Eligible Assignees, in each case, that is a Farm Credit Lender Incremental Term Lenders and/or Incremental Revolving Lenders (which, in each case, may include any existing Lender (Lender, but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, Persons which would qualify as would be required in connection with an assignment assignees of a Term Loan to such PersonLender in accordance with Section 9.04) willing to provide such Incremental Term Loans and/or Incremental Revolving Commitments, as the case may be, in their sole discretion (discretion, all of the proceeds of which shall be used for working capital and general corporate purposes and for the payment of fees and expenses in connection with such Lenders, the “Incremental Term Loan Lenders”Commitments and/or Incremental Revolving Commitments; provided that each Incremental Revolving Lender providing a commitment to make revolving loans shall, to the extent the same would be required for an assignment under Section 9.04, be subject to the approval of the Administrative Agent, the Issuing Banks and the Swingline Lender (which approvals shall not be unreasonably withheld, conditioned or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,00025,000,000, or equal to the remaining permitted amount Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Commitments are requested to become effective and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be (x) commitments to make the initial Incremental Term Loans hereunder or term loans with terms identical to (and which shallshall together with any then outstanding Incremental Term Loans, unless otherwise agreed by as applicable, form a single Class of) the Administrative Agentthen initial Incremental Term Loans (if any) or (y) commitments to make term loans with pricing, be not less than ten Business Days after maturity, amortization, participation in mandatory prepayments, prepayment premiums and penalties and/or other terms different from the date such notice is deliveredthen outstanding Incremental Term Loans (if any) (“Other Incremental Term Loans”). (2b) The Loan Parties, the Administrative Agent Borrower and any other Person whose consent is required as provided above each Incremental Term Lender and/or Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of such Incremental Term Lender and/or Incremental Revolving Commitment of such Incremental Revolving Lender. Each Additional Credit Extension Amendment pursuant to this clause (d) Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term LoansLoans and/or Incremental Revolving Commitments; provided provided, that: (i) the any (x) commitments to make additional Incremental Term Loans (as opposed to Other Incremental Term Loans) shall not be guaranteed by any Subsidiaries have the same terms as the then outstanding Incremental Term Loans, and shall form part of the Borrower that do not guarantee the existing same Class of Incremental Term Loans and (y) Incremental Revolving Commitments shall be secured on a pari passu basis by have the same Collateral (and no additional collateral) securing terms as the then existing Obligationsoutstanding Class of Revolving Commitments (or, if more than one Class of Revolving Commitments is then outstanding, the Revolving Commitments with the then latest maturity date) and shall require no scheduled amortization or mandatory commitment reduction prior to the latest maturity date applicable to the Commitments or Loans of any Class hereunder; (ii) (A) the Maturity Date of any Incremental Term Loans (other than the Other Incremental Term Loans), unless agreed to by any such Other Incremental Term Loan Lenders, incurred pursuant to clause (a) of this Section 2.20 shall rank equally and ratably in right of security with the existing Loans; (iii) the final maturity date of any such Incremental Term Loans (other than Other Incremental Term Loans) shall be no earlier than the latest maturity date applicable to the Commitments or Loans of any Class hereunder and in effect at the date of incurrence of such Incremental Term Loans (but may have amortization and customary prepayments prior to such date) and, except as to pricing, prepayment premiums and penalties, amortization, final maturity date and participation in mandatory prepayments (which shall, subject to the other clauses of this proviso, be determined by the Borrower and the applicable Incremental Term Lenders in their sole discretion), shall have (x) substantially the same terms as the Revolving Loans (in the case of the initial Incremental Term Loans) or the initial Incremental Term Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent; provided that (i) if the interest rate margins in respect of any Incremental Term Loans incurred on or prior to the date that is twelve (12) months after the Effective Date (determined with reference to each pricing tier of any applicable pricing grid) exceeds the interest rate margins for any other Incremental Term Loans outstanding at such time (the “Existing Incremental Term Loans”) (as reasonably determined by the Administrative Agent) by more than 0.50%, then Latest Maturity Date the interest rate margins for the Existing Incremental Term Loans shall be increased (including by way of inclusion of a pricing grid) so that the interest rate margins in respect of such Existing Incremental Term Loans are equal to the interest rate margins for such Incremental Term Loans minus 0.50% (determined at each level of each applicable pricing grid); provided further that in determining the interest rate margin(s) applicable to each Incremental Term Loan and the interest rate margin(s) for the Existing Incremental Term Loans, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such Incremental Term Loans or the Existing Incremental Term Loans in each case in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity, or, if the remaining life to maturity is less than four years, based on the actual Weighted Lifeweighted life to Maturitymaturity), (2) customary arrangement, underwriting, commitment or any similar fees payable to any arranger (or its affiliates) in connection with the Incremental Term Loans or to one or more arrangers (or their affiliates) of any Existing Incremental Term Loans shall be excluded and (B3) if the Incremental Term Loans include an interest rate floor greater than the applicable interest rate floor under the Existing Incremental Term Loans, such differential between interest rate floors shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the interest rate margin under the Existing Incremental Term Loans shall be required, but only to the extent an increase in the interest rate floor in the Existing Incremental Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest rate margin) applicable to the Existing Incremental Term Loans shall be increased to the extent of such differential between interest rate floors; (iv) the Weighted Average Life to Maturity of any such Other Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans with the longest remaining Weighted Average Life to Maturity, (v) the Borrower shall be in compliance immediately prior to and after giving effect (including giving effect on a pro forma basis) to the incurrence of such Incremental Facility and the use of proceeds thereof with the financial covenants set forth in Section 6.10 (without giving effect to any then outstanding Class Acquisition Holiday) as of Term Loansthe last day of the fiscal quarter most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04), as applicable; (iiivi) there shall be no Incremental Term borrower (other than the Borrower) or guarantor (other than the Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans Parties) in respect of any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any or Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans)Revolving Commitments; (vvii) subject to any Unrestricted Subsidiary shall be an “unrestricted subsidiary” under the above, terms of any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders)Facility; and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender.

Incremental Commitments. (1a) The Borrower Borrowers may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, denominated at the option of the Borrowers in Dollars and/or Euro and, in the case of any Incremental Revolving Facility Commitments, any Alternate Currency in an amount not to exceed $100,000,000 the Incremental Amount available at the time such Incremental Commitments are established from one or more Eligible Assignees, in each case, that is a Farm Credit Lender Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which, in each case, which may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such PersonLender) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their sole discretion own discretion, provided that each Incremental Revolving Facility Lender shall be subject to the approval of the Administrative Agent unless such Incremental Revolving Lender is a Revolving Facility Lender, an Affiliate of a Revolving Facility Lender or an Approved Fund of a Revolving Facility Lender (which approval shall not be unreasonably withheld) unless no consent would be required for an assignment to such Lenders, the “Incremental Term Loan Lenders”person pursuant to Section 9.04(b)(i)(B). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be (x) in minimum increments of $5,000,000 and a minimum amount of $10,000,000 25,000,000 and (y) minimum increments of $10,000,000, €5,000,000 and a minimum amount of €25,000,000 if such Incremental Loans are denominated in Euro or equal to the remaining permitted amount or, in each case, such lesser amount approved by the Administrative AgentIncremental Amount), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are requested to become effective effective, and (iii) (a) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be (x) commitments to make term loans with terms identical to (and which shalltogether with any then outstanding Initial Term Loans form a single Class of) Initial Term B Loans or (y) commitments to make term loans with pricing, unless otherwise agreed by maturity, amortization, participation in mandatory prepayments and/or other terms different from the Administrative AgentInitial Term Loans (“Other Incremental Term Loans”) and (b) in the cash of Incremental Revolving Facility Commitment, whether such Incremental Revolving Facility Commitments are to be not less than ten Business Days after (x) Initial Revolving Facility Commitments or (y) commitments to make revolving loans with pricing and final maturity different from the date such notice is deliveredRevolving Facility Loans (“Other Incremental Revolving Loans”). (2b) The Loan Parties, the Administrative Agent Borrowers and any other Person whose consent is required as provided above each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and Incremental Assumption Agreement and, such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Additional Credit Extension Amendment pursuant to this clause (d) Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term LoansLoans and/or Incremental Revolving Facility Commitments; provided that: that (i) except as to pricing, amortization and final maturity date (which shall, subject to clauses (ii), (iii) and (v) of this proviso, be determined by the Borrowers and the Incremental Term Lenders in their sole discretion), the Other Incremental Term Loans shall not be guaranteed by any Subsidiaries of have (A) substantially the Borrower that do not guarantee same terms as the existing Initial Term Loans and or (B) such other terms as shall be secured on a pari passu basis by reasonably satisfactory to the same Collateral (and no additional collateral) securing the then existing Obligations; Administrative Agent, (ii) (A) the Maturity Date final maturity date of any Other Incremental Term Loans shall be no earlier than the then Latest Maturity Date and no Incremental Revolving Facility shall have a final maturity date, any scheduled amortization or any mandatory commitment reduction that occurs prior to the Latest Maturity Date of the Initial Revolving Facility, (Biii) the Weighted Average Life to Maturity of any Other Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of the Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; , (iv) except as to pricing and final maturity date (which shall, subject to clause (ii) and (vi) of this proviso, be determined by the Borrowers and the Incremental Term Revolving Facility Lenders in their sole discretion), the Other Incremental Revolving Loans shall have (A) substantially the same terms as the Initial Revolving Facility or (B) such interest ratesother terms as shall be reasonably satisfactory to the Administrative Agent, optional prepayment provisions and fees as may be agreed between (v) in the Lenders providing event that the applicable All-in-Yield for such Incremental Term Loan Commitments and is greater than the Borrower (except that any Incremental All-in-Yield for the existing Initial Term B Loans forming an addition to an by more than 50 basis points, then the Applicable Margin for the existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject , shall be increased to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by extent necessary so that the Borrower and the Lenders providing All-in-Yield for such Incremental Term Loan; provided thatLoan Commitments is no more than 50 basis points higher than the All-in-Yield for the existing Initial Term B Loans, (vi) in the terms applicable case of any Incremental Revolving Facility Commitments in effect prior to the one year anniversary of the Closing Date, in the event that the All-in-Yield (at any analogous point in the Pricing Grid) for such Incremental Revolving Facility Commitment is greater than the All-in-Yield for the existing Revolving Facility by more than 50 basis points, then the Applicable Margin for the existing Revolving Facility shall be increased so that the All- in-Yield for the existing Revolving Facility is no more than 50 basis points less than the All-in-Yield for the Incremental Revolving Facility Commitments, (vii) at the time of and immediately after giving effect to such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Loan Commitments and Loansand/or Incremental Revolving Facility Commitments, as reasonably determined by applicable, no Event of Default or Default shall have occurred and be continuing and (viii) the Borrower representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (except to the extent that such representations and warranties are qualified by “materiality” or “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). 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, upon the effectiveness of any Incremental Assumption Agreement, this Agreement is shall be amended to the extent (which shall not require but only to the consent of any Lenderextent) necessary to incorporate such more restrictive provisions for reflect the benefit existence and terms of the then existing LendersIncremental Term Loan Commitments and/or Incremental Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e); and. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Dutch Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (vic) subject to Section 1.06Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective under this Section 2.01(b) 2.22 unless (wi) on the date of such effectiveness, no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment have occurred and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) be continuing or would result therefrom and (bii) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (andexcept as otherwise specified in the applicable amendment, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and (with sufficient copies for each of the Lenders providing such Other Incremental Term Loans or Incremental Revolving Loan Commitments) legal opinions as with respect to such matters as are customary matters, board resolutions, Notes and other customary closing certificates reasonably requested by the Administrative Agent. Upon any increase Agent and consistent with those delivered on the Closing Date under subsection 4.02. (d) Each of any existing Class of Term Loans, the Lenders shall parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Incremental Term Loans) in the form of additional Initial Term Loans, when originally made, are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis, and (ii) all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments that are Revolving Facility Commitments, when originally made, are included in each Borrowing of outstanding Initial Revolving Facility Loans on a pro rata basis. The Borrowers agree that Section 2.17 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to ensure that effect the Borrowings foregoing. (e) The Incremental Term Loans and Incremental Revolving Loans shall rank pari passu in right of such Class are held by the Lenders payment and of such Class on a pro rata basis in accordance security with the respective amount of Term Loans of such Class held by each Lenderand Revolving Facility Loans and shall have the same Guarantees.

Incremental Commitments. (1a) The Borrower mayshall have the right, by written notice in consultation and coordination with the Lead Lender as to all of the Administrative matters set forth below in this Section 2.15, but without requiring the consent of any Agent or the Lenders (except, in either case, as otherwise expressly provided in this Section 2.15), to request at any time and from time to timetime after the Closing Date and prior to the Final Maturity Date that the Lenders provide Incremental Commitments and, request subject to the applicable terms and conditions contained in this Agreement and the relevant Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible AssigneesCommitment Agreement, make Revolving Loans and participate in each case, Letters of Credit pursuant thereto; provided that is a Farm Credit Lender (which, in each case, may include any existing Lender (but i) no such Lender shall be required obligated to participate in any provide an Incremental Commitment and, until such Incremental Term Loan without its consent) and shall be subject to such consentstime, if any, as would such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent and the Borrower an Incremental Commitment Agreement as provided in clause (b) of this Section 2.15, no Lender shall be required obligated to fund any Revolving Loans in connection with an assignment excess of a Term its Revolving Loan Commitment (if any) or participate in any Letters of Credit in excess of its RL Percentage (subject to Section 2.14(b)(i)), in each case as in effect prior to giving effect to such PersonIncremental Commitment provided pursuant to this Section 2.15, (ii) willing to each Lender may so provide such an Incremental Term Loans in their sole discretion Commitment without the consent of the Administrative Agent or any other Lender, (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (iiii) the aggregate amount of the each request (and provision therefor) for Incremental Term Loan Commitments being requested (which shall be in a minimum aggregate amount for all Lenders which provide an Incremental Commitment pursuant to a given Incremental Commitment Agreement pursuant to this Section 2.15 of at least $10,000,000 and minimum increments of $10,000,000, 5,000,000 (or remaining permitted amount or, in each case, such lesser amount approved by that is acceptable to the Administrative AgentLead Lender), (iiiv) whether the aggregate amount of Incremental Term Commitments permitted to be provided pursuant to this Section 2.15 at any time shall not exceed the Available Incremental Amount at such time (prior to giving effect to such Incremental Commitments), (v) the Borrower shall not increase the Total Revolving Loan Commitment pursuant to this Section 2.15 more than three times, (vi) the Applicable Margins with respect to Revolving Loans to be borrowed incurred pursuant to such an Incremental Term Loan Commitments are Commitment shall be the same as those applicable to be an increase in any existing Class of Term Loans or a new Class of Term other Revolving Loans and (iiivii) all Revolving Loans incurred pursuant to an Incremental Commitment (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the date other applicable Loan Documents and shall be secured by the relevant Security Documents, and guaranteed under the Guarantee Agreement, on which such a pari passu basis will all other Loans (and related Obligations) secured by each relevant Security Document and guaranteed under the Guarantee Agreement, and each Lender agreeing to provide an Incremental Term Loan Commitments are requested Commitment pursuant to become effective (which an Incremental Commitment Agreement shall, unless otherwise agreed by subject to the Administrative Agentsatisfaction of the relevant conditions set forth in this Agreement, be not less than ten Business Days after participate in Letters of Credit pursuant to Section 2.01(b), and make Revolving Loans as provided in Section 2.01(a) and such Revolving Loans shall constitute Revolving Loans for all purposes of this Agreement and the date such notice is delivered)other applicable Loan Documents. (2a) The Loan PartiesAt the time of the provision of Incremental Commitments pursuant to this Section 2.15, (I) the Borrower, each Guarantor, the Administrative Agent and any other Person whose each Issuing Lender (if the consent of each Issuing Lender is required pursuant to Section 2.15(a)(ii)) and each such Lender which agrees to provide an Incremental Commitment (each an “Incremental Lender”) shall execute and deliver to the Borrower and the Administrative Agent an Incremental Commitment Agreement, appropriately completed (with the effectiveness of the Incremental Commitment provided therein to occur on the date set forth in such Incremental Commitment Agreement, which date in any event shall be no earlier than the date on which (i) all fees required to be paid, which shall not exceed the fees payable in connection with the Revolving Loan Commitments on the Closing Date, in connection therewith at the time of such effectiveness shall have been paid, (ii) all Incremental Commitment Requirements have been satisfied, (iii) all conditions set forth in this Section 2.15 shall have been satisfied and (iv) all other conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied) and (II) the Borrower, each Guarantor, the Collateral Agent and each Incremental Lender, as provided above applicable, shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Collateral Agent amendments to the Security Documents which are necessary to ensure that all Loans incurred pursuant to the Incremental Commitments are secured by each relevant Security Document (the “Incremental Security Documents”). The Administrative Agent shall reasonably specify promptly notify each Lender as to evidence the effectiveness of each Incremental Commitment Agreement and, at such time, Schedule 1.01(a) shall be deemed modified to reflect the Incremental Term Commitments of such Incremental Lenders. (b) It is understood and agreed that the Incremental Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Commitment Agreement shall constitute part of, and be added to, the Total Revolving Loan Commitment. Each Additional Credit Extension Amendment Commitment and each Incremental Lender shall constitute a Lender for all purposes of this Agreement and each other applicable Loan Document. (c) At the time of any provision of Incremental Commitments pursuant to this clause Section 2.15, the Borrower shall repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders (including the Incremental Lenders), in each case to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in the Total Revolving Loan Commitment pursuant to this Section 2.15) and with the Borrower being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing. (d) shall specify For the terms avoidance of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefromdoubt, the Borrower would be in compliance with Section 8.11 and (z) shall not have the Administrative Agent shall have received documents and legal opinions as right to such matters as are reasonably requested by request any Incremental Commitments from any Person other than the Administrative Agent. Upon any increase Lenders party to the Credit Agreement at the time of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lenderrequest.

Incremental Commitments. (1a) The Borrower may, by written notice to the Administrative Agent from time to time, request an increase in the aggregate amount of the Commitments (each such increase, an “Incremental Term Loan Commitments Commitment”), as applicable, in an aggregate amount not to exceed $100,000,000 50,000,000, from one or more Eligible Assignees, in each case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”)all of which must be permitted to become assignees of Commitments or Loans under Section 9.04. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by equal to the Administrative Agent), remaining unused amount) and (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered)effective. (2b) The Loan PartiesBorrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and, subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably delayed or withheld) and, subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably delayed or withheld), additional banks, financial institutions and any other Person whose consent is institutional lenders who will become Incremental Lenders in connection therewith, in each case, solely to the extent such consent, if any, would be required under Section 9.04 for an assignment of Loans or Commitments, as provided above applicable, to additional banks, financial institutions and other institutional lenders. The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of such Person. The terms and provisions of the Incremental Commitments shall be identical to those of the Commitments. The Incremental Commitments shall rank pari passu in right of payment and security with the Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each Additional Credit Extension Amendment pursuant of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to this clause the extent (dbut only to the extent) shall specify necessary to reflect the existence and terms of the applicable Incremental Term Loans; provided that: (i) Commitments evidenced thereby, and the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments Administrative Agent and the Borrower (except that any Incremental Term Loans forming an addition may revise this Agreement to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans);evidence such amendments. (vc) subject to Notwithstanding the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) 2.18 unless (wi) no Default or Event on the date of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) effectiveness, the conditions set forth in clauses paragraphs (a) and (b) of Section 5.02 are satisfied whether or not 4.02 shall be satisfied, a Credit Extension is made on certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (andii) except as otherwise specified in the applicable Incremental Assumption Agreement, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents legal opinions, board resolutions and legal opinions as to such matters as are other closing certificates reasonably requested by the Administrative Agent. Upon any increase Agent and consistent with those delivered on the ClosingEffective Date under Section 4.01 and (iii) all fees and expenses owing in respect of any existing Class of Term Loans, such Incremental Commitment to the Administrative Agent and the Lenders shall take have been paid in full. (d) On the date of effectiveness of any action as may Incremental Commitments, the Borrower shall (A) prepay the outstanding Loans (if any) in full, (B) simultaneously borrow new Loans hereunder in an amount equal to such prepayment (in the case of Eurodollar Borrowings, with Adjusted LIBO Rates equal to the outstanding Adjusted LIBO Rate and with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)); provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Lender shall be reasonably required effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the existing Lenders, the Incremental Lenders and the existing Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent to ensure that Agent, so that, after giving effect thereto, the Borrowings of such Class Loans are held ratably by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans Commitments of such Class held by each LenderLenders (after giving effect to such Incremental Commitments) and (C) pay to the Lenders the amounts, if any, payable under Section 2.13 as a result of any such prepayment.

Incremental Commitments. (1) The Borrower may, from time to time, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments not to exceed $100,000,000 and/or additional Revolving Commitments, as applicable (collectively, “Incremental Commitments”), from one or more Lenders (in the sole discretion of such Lenders) or Eligible AssigneesAssignees who will become Lenders, in each casean aggregate principal amount of up to $10,000,000; provided that at the time of the incurrence of such Incremental Commitments and immediately after giving effect thereto and to the use of the proceeds thereof (assuming the full utilization thereof), (A) no Default shall have occurred and be continuing or would result therefrom, (B) the Borrower shall be in compliance with the financial covenants set forth in Section 7.12, and (C) the Consolidated Leverage Ratio shall be less than or equal to 0.50x less than the maximum Consolidated Leverage Ratio (before and after giving effect thereto on a Pro Forma Basis) permitted pursuant to Section 7.12(a); provided, further, that is each such person, if not already a Farm Credit Lender (whichhereunder, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consentsthe approval of the Administrative Agent and, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lendersany additional Revolving Commitment, the “Incremental Term Loan Lenders”L/C Issuer (which approval shall not be unreasonably withheld, conditioned or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent5,000,000), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments and/or additional Revolving Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, shall not be not less than ten Business Days nor more than 60 calendar days after the date of such notice is delivered). (2) The Loan Partiesnotice, unless otherwise agreed to by the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentAgent). Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any All Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans made in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each LenderDollars.

Incremental Commitments. (1a) The After the Restatement Effective Date has occurred, the Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, in an amount not to exceed $100,000,000 the Incremental Amount available at the time such Incremental Term Loans are funded or Incremental Revolving Facility Commitments are established (except as set forth in clause (C) of the third paragraph under Section 6.01) from one or more Eligible Assignees, in each case, that is a Farm Credit Lender Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which, in each case, may include any existing Lender (Lender, but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, persons which would qualify as would be required in connection with an assignment assignees of a Term Loan to such PersonLender in accordance with Section 9.04) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their sole discretion (such Lendersdiscretion; provided, that each Incremental Revolving Facility Lender providing a commitment to make revolving loans shall be subject to the approval of the Administrative Agent and, to the extent the same would be required for an assignment under Section 9.04, the “Incremental Term Loan Lenders”Issuing Bank and the Swingline Lender (which approvals shall not be unreasonably withheld, conditioned or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 and minimum increments of $10,000,000, or equal to the remaining permitted amount Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are requested to become effective effective, (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be (x) commitments to make term loans with terms identical to (and which shallshall together with any then outstanding Term A Loans, unless otherwise agreed by Term A-1 Loans or Term B Loans, as applicable, form a single Class of) Term A Loans, Term A-1 Loans or Term B Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Administrative AgentTerm A Loans, be not less than ten Business Days after the date such notice is deliveredTerm A-1 Loans and Term B Loans (“Other Incremental Term Loans”). (2b) The Loan Parties, the Administrative Agent Borrower and any other Person whose consent is required as provided above each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Additional Credit Extension Amendment pursuant to this clause (d) Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term LoansLoans and/or Incremental Revolving Facility Commitments; provided provided, that: (i) the Incremental any (x)(A) commitments to make additional Term B Loans shall not be guaranteed by any Subsidiaries have the same terms as the Term B Loans, and shall form part of the Borrower that do not guarantee same Class as the existing Term B Loans, (B) commitments to make additional Term A Loans shall have the same terms as the Term A Loans, and shall be secured on a pari passu basis by form part of the same Collateral Class as the Term A Loans (and no shall only be permitted to the extent they are primarily syndicated to regulated banks in the primary syndication thereof) and (C) commitments to make additional collateralTerm A-1 Loans shall have the same terms as the Term A-1 Loans, and shall form part of the same Class as the Term A-1 Loans (and shall only be permitted to the extent they are primarily syndicated to regulated banks in the primary syndication thereof) securing and (y) Incremental Revolving Facility Commitments shall have the same terms as the then existing Obligations;outstanding Class of Revolving Facility Commitments (or, if more than one Class of Revolving Facility Commitments is then outstanding, the Revolving Facility Commitments with the then latest Revolving Facility Maturity Date) and shall require no scheduled amortization or mandatory commitment reduction prior to the Maturity Date of all then outstanding Revolving Facility Commitments, (ii) the Other Incremental Term Loans incurred pursuant to this Section 2.21 shall rank equally and ratably in right of security with the Term A Loans and Term B Loans, (A1) other than with respect to Permitted Earlier Maturity Debt, the Maturity Date final maturity date of any Incremental Term Loans that are not additional Term A Loans, additional Term A-1 Loans, additional Term B Loans or Incremental Term A Loans shall be no earlier than the then Latest Term B Maturity Date and (B) in effect at the Weighted Average Life to Maturity date of any incurrence of such Incremental Term Loans shall be no shorter than the remaining Weighted Average Life and (2) except as to Maturity of any then outstanding Class of Term Loans; pricing, amortization, final maturity date and participation in mandatory prepayments (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rateswhich shall, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the aboveother clauses of this proviso, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided thatLenders in their sole discretion), shall have the terms applicable to any such Incremental Term Loans that (except as expressly permitted above and except for covenants or other provisions applicable only to periods after determined by the then Latest Maturity DateBorrower in good faith) are notno more restrictive, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the Term B Loans or such other terms applicable as shall be reasonably satisfactory to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lender.,

Incremental Commitments. (1a) The Borrower may, from time to time, by written notice to the Administrative Agent from time to timeAgent, request additional Commitments, as applicable (collectively, “Incremental Term Loan Commitments”), from one or more Lenders (in the sole discretion of such Lenders) or Eligible Assignees who will become Lenders, in an aggregate principal amount for all Incremental Commitments not to exceed $100,000,000 from one 50,000,00025,000,000; provided that at the time of the incurrence of such Incremental Commitments and immediately after giving effect thereto and to the use of the proceeds thereof (assuming the full utilization thereof), no Default shall have occurred and be continuing or more Eligible Assigneeswould result therefrom and the Borrower shall be in Pro Forma Compliance with Section 7.12(a); provided, in each casefurther, that is each such person, if not already a Farm Credit Lender (whichhereunder, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consentsthe approval of the Administrative Agent and, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lendersany additional Commitment, the “Incremental Term Loan Lenders”L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan additional Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 5,000,000) and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan additional Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, shall not be not less than ten Business Days nor more than 60 calendar days after the date of such notice is deliverednotice, unless otherwise agreed to by the Administrative Agent). (2b) The Loan Parties, the Administrative Agent Borrower and any other Person whose consent is required as provided above each additional Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of such Lender. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each Additional of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Credit Extension Amendment pursuant Agreement shall be deemed amended to this clause the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto. (c) The Incremental Commitments shall rank pari passu in right of payment and of security with the existing Loan Document Obligations and all terms of any additional Commitments and Credit Extensions under such additional Commitments shall be identical to the existing Commitments and Credit Extensions. (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no No additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless 2.11 unless, on the date of such effectiveness, (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (xi) the conditions set forth in clauses paragraphs (a) and (b) of Section 5.02 are 4.2 shall be satisfied whether or not as if it was a Credit Extension is made on borrowing date and the Administrative Agent shall have received a certificate to that effect dated such date (and, only to and executed by a Financial Officer of the extent a Borrowing is made on such date, clause (c) is required to be complied with)Borrower; (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (zii) the Administrative Agent shall have received documents (with sufficient copies for each of the additional Lenders) closing certificates, opinions of counsel and legal opinions as to such matters as are reasonably other customary documentation requested by the Administrative Agent. Upon any increase . (e) Each of any existing Class of Term Loans, the Lenders shall parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably required by the Administrative Agent necessary to ensure that following the Borrowings establishment of such Class any additional Commitments, the outstanding Revolving Loans are held by the Lenders in accordance with their new Applicable Percentages. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding LIBOR Borrowing of the relevant Class to be converted into an ABR Borrowing of such Class on the date of each additional Commitment, or by requiring a pro rata basis in accordance prepayment and reborrowing of Revolving Loans. Any conversion or prepayment made pursuant to the preceding sentence shall be subject to Section 3.5 (it being understood that, the Administrative Agent shall consult with the respective amount of Term Loans of such Class held by each LenderBorrower regarding the foregoing and, to the extent practicable, will attempt to pursue options that minimize breakage costs).

Incremental Commitments. (1a) The Borrower may, from time to time, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments, first, from one or more Lenders (in the sole discretion of such Lenders) or second, from Eligible Assignees who will become Lenders, in an aggregate principal amount for all Incremental Commitments not to exceed $100,000,000 from one or more Eligible Assignees, in each case, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”)15,000,000. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $100,000 and a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent1,000,000), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective and (which shall, unless otherwise agreed by iii) whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Administrative Agent, Term Loans (“Other Term Loans”). All Incremental Term Loans shall be not less than ten Business Days after the date such notice is delivered)made in Dollars. (2b) The Loan Parties, the Administrative Agent Borrower and any other Person whose consent is required as provided above each Incremental Term Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of such Lender. Each Additional Credit Extension Amendment pursuant Subject to this clause (dc) below, each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term Loans; provided Loans to be made thereunder. 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, upon the effectiveness of any Incremental Assumption Agreement, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments evidenced thereby and any increase to the Applicable Margins required by the foregoing provisions of this paragraph. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld or delayed) and furnished to the other parties hereto. (c) The terms of each Incremental Term Loan shall be as follows: (i) the any Incremental Term Loans Loan Commitment ranking pari passu in right of payment and of security shall (A) rank pari passu in right of payment and of security with the existing Term Loans, (B) not be secured by any Lien on any property or asset of the Credit Parties that does not also secure the Secured Obligations and (C) not be guaranteed by any Subsidiaries of Person other than the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing ObligationsCredit Parties; (ii) (A) the Maturity Date of any such Incremental Term Loans Loan shall be no not mature earlier than the then Latest Maturity Date and Date; (Biii) the such Incremental Term Loan shall have a Weighted Average Life to Maturity of any Incremental Term Loans shall be no not shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of existing Term Loans; (iv) such Incremental Term Loans, subject to clauses (ii) and (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans above, shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be amortization determined by the Borrower and the Lenders providing applicable Incremental Term Lenders; (v) after giving effect to such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (wA) no Default or Event of Default shall exist giving pro forma effect have occurred and be continuing or would result therefrom, and (B) on a Pro Forma Basis, the Total Leverage Ratio shall be no greater than the lower of (1) 2.75 to 1.00 and (2) the then applicable level set forth in Section 5.9. (vi) such Incremental Term Loan Commitment Loans, subject to clause (viii) below, shall have an Applicable Margin determined by the Borrower and the incurrence applicable Incremental Term Lenders; (vii) such Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Indebtedness thereunder and use the initial Term Loans incurred hereunder, as specified in the applicable Incremental Assumption Agreement; and (viii) without the prior written consent of proceeds therefrom; the Lenders, for any Incremental Term Loans made on or prior to the date that is eighteen (x18) months following the Closing Date, if the Effective Yield on any Other Term Loans (as reasonably determined by the Administrative Agent) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Effective Yield (as reasonably determined by the Administrative Agent) on any then outstanding Class of Term Loans, then the Applicable Margin for such Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Other Term Loans. (d) Other than with respect to any Incremental Term Loan in connection with a Limited Condition Acquisition, no Incremental Term Loan Commitments shall become effective under this Section 2.22 unless, on the date of such effectiveness, (i) the conditions set forth in clauses paragraphs (a) and (b) of Section 5.02 are 4.2 shall be satisfied whether or not as if it were a Credit Extension is made on borrowing date and the Administrative Agent shall have received a certificate to that effect dated such date (and, only to and executed by a Responsible Officer of the extent a Borrowing is made on such date, clause (c) is required to be complied with)Borrower; (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (zii) the Administrative Agent shall have received documents (with sufficient copies for each of the Incremental Term Lenders) closing certificates, opinions of counsel and legal opinions as to such matters as are other customary documentation reasonably requested by the Administrative Agent. Upon any increase . (e) Each of any existing Class of Term Loans, the Lenders shall parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably required by the Administrative Agent necessary to ensure that the Borrowings all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each borrowing of such Class are held by the Lenders of such Class outstanding Term Loans on a pro rata basis basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding LIBOR Rate Loan to be converted into an Alternate Base Rate Loan on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding LIBOR Rate Loan on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in accordance the borrowing of which they are a part (and notwithstanding any other provision of this Credit Agreement that would prohibit such an initial Interest Period). Any conversion or prepayment made pursuant to the preceding sentence shall be subject to Section 2.15 (it being understood that, the Administrative Agent shall consult with the respective Borrower regarding the foregoing and, to the extent practicable, will use commercially reasonable efforts to pursue options that minimize breakage costs). In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.2(b)(i) required to be made after the making of such Incremental Term Loans shall be ratably increased in proportion to the aggregate principal amount of such Incremental Term Loans of such Class held by each LenderLoans. (f) This Section 2.22 shall supersede any provisions in Section 2.11(b), 9.1 or 9.7(b) to the contrary.

Incremental Commitments. (1a) The Borrower may, by written notice to the Administrative Agent on up to three (3) occasions during the period from time the Closing Date to timethe thirty-six (36) month anniversary of the Closing Date, request Incremental Term Loan incremental Commitments in an amount not to exceed the aggregate amount of $100,000,000 from one or more Eligible Assignees, in each case, that is a Farm Credit Lender additional Lenders (which, in each case, which may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Lender, each, a “New Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such PersonLender”) willing to provide such Incremental Term Loans incremental Commitments in their sole discretion (such Lendersown discretion; provided, the “Incremental that each New Term Loan Lenders”)Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless such New Term Loan Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Incremental Term Loan incremental Commitments being requested (which shall be in a minimum amount of $10,000,000 and minimum increments of $10,000,000, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agent)requested, (ii) whether the aggregate amount of all incremental Commitments, which when taken together with all other incremental Commitments, shall not exceed $100,000,000 in the aggregate (the “Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans Limit”), and (iii) the date on which such Incremental Term Loan incremental Commitments are requested to become effective (the “Increased Amount Date”). The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments. On any Increased Amount Date on which shallany such incremental Commitments are effective, unless otherwise agreed by subject to the Administrative Agentsatisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its incremental Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to such incremental Commitment and the New Term Loans made pursuant thereto. The terms and provisions of the New Term Loans and the incremental Commitments shall be not less than ten Business Days after identical to the date such notice is delivered)existing Loans. (2b) The Borrower and each New Term Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental incremental Commitment of such New Term Loan CommitmentLender. Each Additional Credit Extension Amendment pursuant to this clause (d) such documentation shall specify the terms of the applicable Incremental Term Loansincremental Commitments; provided provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Commitments shall thereafter be Commitments with the same terms as the Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that: , upon the effectiveness of any such documentation, this Agreement shall be amended to the extent (ibut only to the extent) necessary to reflect the Incremental existence and terms of the incremental Commitments and New Term Loans shall not be guaranteed by any Subsidiaries of evidenced thereby (including adjusting the Borrower that do not guarantee the existing Loans Term Percentages), and new Notes shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments issued and the Borrower (except that any Incremental Term Loans forming an addition shall make such borrowings and repayments as shall be necessary to an existing Class effect the reallocation of Term Loans shall have the same interest ratesCommitments, optional prepayment provisions and fees (in each case without the consent of the Lenders other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined those Lenders with incremental Commitments. Any fees payable by the Borrower upon any such incremental Commitments shall be agreed upon by the Administrative Agent, the New Term Loan Lenders and the Lenders providing Borrower at the time of such Incremental Term Loan; provided thatincrease. Notwithstanding the foregoing, the terms applicable nothing in this Section 2.23 shall constitute or be deemed to constitute an agreement by any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only Lender to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and increase its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); andhereunder. (vic) subject to Section 1.06Notwithstanding the foregoing, no Incremental Term Loan incremental Commitment shall become effective under this Section 2.01(b) 2.23 unless (wi) no Default or Event on the date of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) effectiveness, the conditions set forth in clauses (a) Section 5.2 shall be satisfied and (b) of Section 5.02 are satisfied whether or not the Administrative Agent shall have received a Credit Extension is made on certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (zii) the Administrative Agent shall have received documents customary legal opinions, board resolutions and legal opinions other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to such matters as are reasonably requested the extent required by the Administrative Agent. Upon any increase of any existing Class of Term Loans, consistent with those delivered on the Closing Date under Section 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require, (iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.1 after giving effect to such incremental Commitments, the Lenders Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date and (iv) such incremental Commitments and the Loans to be made thereunder shall be permitted by the terms and conditions of each of the 2008 Exchangeable Senior Note Indenture, the 2011 Senior Unsecured Note Indenture, the 2012 Senior Unsecured Note Indenture, the Senior Note Indenture and any Additional Senior Unsecured Indenture. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably required by the Administrative Agent necessary to ensure that the Borrowings all New Term Loans, when originally made, are included in each Borrowing of such Class are held by the Lenders of such Class outstanding Loans on a pro rata basis in accordance with basis. The Borrower agrees that Section 2.20 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the respective amount of Term Loans of such Class held by each LenderLenders to effect the foregoing.

Incremental Commitments. (1a) The So long as the Incremental Term Loan Request Requirements are satisfied at the time of the delivery of the request referred to below, the Borrower mayshall have the right, by written notice to in consultation and coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.13A, but without requiring the consent of any of the Lenders, to request at any time and from time to timetime after the Amendment No. 2 Effective Date and prior to the date that is three months prior to the Term Loan Maturity Date, request that one or more Lenders (and/or one or more other Persons that are Eligible Transferees and that will become Incremental Term Lenders as provided below) provide incremental term loans having the terms provided in the next sentence (the “Incremental Term Loans”), it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible Assigneesas a result of any such request by the Borrower, in each case, that is a Farm Credit (ii) any Lender (which, in each case, including any Eligible Transferee that will become an Incremental Term Lender) may include any existing Lender (but no such Lender shall be required to participate in any such so provide an Incremental Term Loan without its consentthe consent of any other Lender, (iii) and shall be subject to such consents, if any, as would be required in connection with an assignment each provision of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which on a given date pursuant to this Section 2.13A shall be in a minimum aggregate amount (for all Lenders (including any Eligible Transferee that will become an Incremental Term Lender)) of at least $10,000,000 and minimum increments in integral multiples of $10,000,0005,000,000 in excess thereof, or remaining permitted and (iv) the aggregate amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the of all Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered). (2) The Loan Parties, the Administrative Agent and any other Person whose consent is required as provided above shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) Section 2.13A shall specify not exceed the terms Incremental Aggregate Amount minus the amount of the applicable any Incremental Commitments made pursuant to Section 2.13(a). Incremental Term Loans; provided thatLoans shall be subject to the following: (i) the terms and provisions of Incremental Term Loans shall not be, except as otherwise set forth herein or in the Incremental Term Loan Amendment, identical to the Term Loans (it being understood that Incremental Term Loans may be guaranteed by any Subsidiaries a part of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing ObligationsTerm Loans); (ii) (A) the Maturity Date of any Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life weighted average life to Maturity maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity weighted average life of any then outstanding Class maturity of the existing Term Loans; (iii) no the maturity date of Incremental Term Loans shall not be earlier than the Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepaymentMaturity Date; (iv) the applicable margins for the Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such of the Incremental Term LoanLoans; provided that, that in the terms event that the applicable to margins for any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after are greater than the Applicable Term Loan Margins, then Latest Maturity Date) are not, taken as a whole, materially more restrictive the Applicable Term Loan Margins shall be increased to the Borrower extent necessary so that the applicable margins for the Incremental Term Loans are equal to the Applicable Term Loan Margins; provided, further, that in determining the Applicable Term Loan Margins and its Restricted Subsidiaries, than the terms applicable margins applicable to the then outstanding Commitments and Incremental Term Loans, as reasonably determined (x) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Term Loans or the Incremental Term Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (y) customary arrangement or commitment fees payable to the Arranger (or its 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 (v) to the extent that the terms and provisions of Incremental Term Loans are not identical to the Loans (except to the extent that this Agreement is amended permitted by clause (which iii) or (iv) above) they shall not require be reasonably satisfactory to the consent of any LenderAdministrative Agent. (b) to incorporate such more restrictive provisions for At the benefit time of the then existing Lenders); and provision of Incremental Term Loans pursuant to this Section 2.13A, the Borrower, the Administrative Agent and each such Lender or other Eligible Transferee that agrees to provide an Incremental Term Loan (vieach, an “Incremental Term Lender”) subject shall execute and deliver to Section 1.06Administrative Agent an Incremental Term Loan Agreement, no with the effectiveness of such Incremental Term Lender’s Incremental Term Loan to occur on the date set forth in such Incremental Term Loan Agreement (the “Incremental Term Loan Commitment Date”), which date in any event shall become effective under this Section 2.01(b) unless be no earlier than the date on which (w) no Default all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including any agreed upon up-front or Event arrangement fees owing to the Administrative Agent (or any affiliate thereof)), (x) all Incremental Term Loan Requirements shall have been satisfied, (y) all other conditions set forth in this Section 2.13A shall have been satisfied, and (z) all other conditions precedent that may be set forth in such Incremental Term Loan Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of Default each Incremental Term Loan Agreement, and at such time, to the extent requested by any Incremental Term Lender, Term Notes shall exist giving pro forma effect be issued, at the expense of the Borrower, to such Incremental Term Loan Commitment Lender in conformity with the requirements of Section 2.04A(a). (c) The Incremental Term Loans shall constitute Loans under, and shall be entitled to all the benefits afforded by, this Agreement and the incurrence other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents, except that the Incremental Term Loans may be subordinated in right of Indebtedness thereunder and use of proceeds therefrom; (x) payment or the conditions Liens securing the Incremental Term Loans may be subordinated, in each case, as set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative AgentLoan Amendment. Upon any increase of any existing Class of Term Loans, the Lenders The Credit Parties shall take any action as may be actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Borrowings of such Class are held Lien and security interests granted by the Lenders of Security Documents continue to be perfected under the UCC or otherwise security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to any such Class on a pro rata basis in accordance with Incremental Term Loans. (f) New Section 5A shall be added to the respective amount of Term Loans of such Class held by each Lender.Credit Agreement as follows:

Incremental Commitments. (1a) The Borrower may, from time to time, by written notice to the Administrative Agent from time to timeAgent, request Incremental Term Loan Commitments not to exceed $100,000,000 and/or additional Revolving Commitments, as applicable (collectively, “Incremental Commitments”), from one or more Lenders (in the sole discretion of such Lenders) or Eligible AssigneesAssignees who will become Lenders, in each casean aggregate principal amount of up to $20,000,000; provided that at the time of the incurrence of such Incremental Commitments and immediately after giving effect thereto and to the use of the proceeds thereof (assuming the full utilization thereof), no Default shall have occurred and be continuing or would result therefrom; provided, further, that is (1) each such person, if not already a Farm Credit Lender (whichhereunder, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consentsthe approval of the Administrative Agent and, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lendersany additional Revolving Commitment, the “Incremental Term Loan Lenders”)L/C Issuer and the Swingline Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) and (2) the Borrower may make only 4 such requests. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 and minimum increments of $10,000,0005,000,000, or if the remaining permitted amount orIncremental Commitments are less than $5,000,000, in each case, such lesser amount approved by the Administrative Agentremaining Incremental Commitment), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments and/or additional Revolving Commitments are requested to become effective (which shallshall not be less than 10 Business Days nor more than 60 calendar days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be not less than ten Business Days after Term Loan Commitments or commitments to make term loans with terms different from the date such notice is deliveredTerm Loans (“Other Term Loans”). All Incremental Term Loans shall be made in Dollars. (2b) The Loan Parties, the Administrative Agent Borrower and any other Person whose consent is required as provided above each Incremental Term Lender and/or additional Revolving Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Lender. Subject to clause (c) below, each Incremental Assumption Agreement in respect of Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) Commitments shall specify the terms of the applicable Incremental Term Loans; provided Loans to be made thereunder. 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, upon the effectiveness of any Incremental Assumption Agreement, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments evidenced thereby and any increase to the Applicable Margins required by the foregoing provisions of this paragraph. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld, conditioned or delayed) and furnished to the other parties hereto. (c) The terms of each Incremental Term Loan and, as applicable, each additional Revolving Commitment shall be reasonably satisfactory to the Administrative Agent and in any event: (i) the Incremental Term Loans shall not be guaranteed by any Subsidiaries rank pari passu in right of the Borrower that do not guarantee payment and of security with the existing Revolving Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing ObligationsTerm Loans; (ii) (A) in the case of Incremental Term Loans, shall not mature earlier than the Latest Maturity Date of any the Term Loans outstanding at the time of incurrence of such Incremental Term Loans Loans; (iii) in the case of Incremental Term Loans, shall be no earlier than the then Latest Maturity Date and (B) the have a Weighted Average Life to Maturity of any Incremental Term Loans shall be no not shorter than the remaining Weighted Average Life to Maturity of then existing Term Loans; (iv) in the case of Incremental Term Loans, subject to clauses (ii) and (iii) above, shall have amortization determined by the Borrower and the applicable Incremental Term Lenders; (v) in the case of Incremental Term Loans, subject to clause (x) below, shall have an Applicable Margin determined by the Borrower and the applicable Incremental Term Lenders; (vi) in the case of Incremental Term Loans, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of initial Term Loans hereunder, as specified in the applicable Incremental Assumption Agreement; (vii) without the prior written consent of any Loan Party or Credit Party, if the Effective Yield on any secured Other Term Loans (as determined by the Administrative Agent) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Effective Yield (as determined by the Administrative Agent) on any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with , then the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have Applicable Margin for each such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have automatically be increased by the same interest ratesYield Differential, optional prepayment provisions and fees (other than upfront fees) as effective upon the applicable existing Class making of such Other Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (viviii) subject all material terms of any additional Revolving Commitments and Revolving Loans under such additional Revolving Commitments shall be identical to Section 1.06, no the existing Revolving Commitments and Revolving Loans. (d) No Incremental Term Loan Commitment Commitments or additional Revolving Commitments shall become effective under this Section 2.01(b) unless 2.11 unless, on the date of such effectiveness, (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (xi) the conditions set forth in clauses paragraphs (a) and (b) of Section 5.02 are 4.2 shall be satisfied whether or not as if it was a Credit Extension is made on borrowing date and the Administrative Agent shall have received a certificate to that effect dated such date (and, only to and executed by a Financial Officer of the extent a Borrowing is made on such date, clause (c) is required to be complied with)Borrower; (yii) the Total Leverage Ratio on a Pro Forma Basis, Basis after giving effect to such Incremental Term Loans and or Revolving Commitments, as applicable, shall be at least 0.25x less than the incurrence of Indebtedness thereunder (assuming that maximum Consolidated Net Leverage Ratio permitted for such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with period under Section 8.11 7.12; and (ziii) the Administrative Agent shall have received documents (with sufficient copies for each of the Incremental Term Lenders and/or additional Revolving Lenders) closing certificates, opinions of counsel and legal opinions as to such matters as are reasonably other customary documentation requested by the Administrative Agent. (e) In connection with any such additional Revolving Commitments, each existing Revolving Lender (other than a Defaulting Lender) that shall have agreed to provide an Incremental Commitment in connection therewith shall have the right, subject to the other terms and conditions of this Section 2.11, to provide a portion of such Incremental Commitment in an amount equal to (i) its Applicable Percentage of the existing Revolving Commitments, multiplied by (ii) the amount of such Incremental Commitment. Upon In connection with any increase such Incremental Term Loan Commitments, each existing Term Lender (other than a Defaulting Lender) that shall have agreed to provide an Incremental Commitment in connection therewith shall have the right, subject to the other terms and conditions of any existing Class this Section 2.11, to provide a portion of such Incremental Term Loan Commitments in an amount equal to (i) a fraction, the numerator of which is the Outstanding Amount of such Term Lender’s Term Loans, and the Lenders shall denominator of which it the Outstanding Amount of all Term Loans of all Term Lenders, multiplied by (ii) the amount of such Incremental Commitment. (f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably required by the Administrative Agent necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis and that following the Borrowings establishment of such Class any additional Revolving Commitments, the outstanding Revolving Loans are held by the Revolving Lenders in accordance with their new Applicable Percentages. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding SOFR Borrowing of the relevant Class to be converted into an ABR Borrowing of such Class on the date of each Incremental Term Loan or additional Revolving Commitment, or by allocating a portion of each Incremental Term Loan to each outstanding SOFR Term Borrowing of the same Class on a pro rata basis basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in accordance the Borrowing of which they are a part (and notwithstanding any other provision of this Credit Agreement that would prohibit such an initial Interest Period), or requiring a prepayment and reborrowing of Revolving Loans. Any conversion or prepayment made pursuant to the preceding sentence shall be subject to Section 3.5 (it being understood that, the Administrative Agent shall consult with the respective Borrower regarding the foregoing and, to the extent practicable, will attempt to pursue options that minimize breakage costs). In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.6(b) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans of such Class held by each LenderLoans.

Incremental Commitments. (1a) The Borrower maySo long as the Incremental Commitment Request Requirements are satisfied at the time of the delivery of the request referred to below, by written notice to the Borrowers shall have the right, with the consent of, and in coordination with, the Administrative Agent as to all of the matters set forth below in this Section 2.15, but without requiring the consent of any of the Lenders, to request at any time and from time to timetime after the Initial Borrowing Date and prior to the Final Maturity Date, request Incremental Term Loan Commitments not to exceed $100,000,000 from that one or more Lenders (and/or one or more other Persons which are Eligible AssigneesAssignees and which will become Lenders as provided below) provide Incremental Commitments under a Tranche and, subject to the applicable terms and conditions contained in each casethis Agreement, make Revolving Loans pursuant thereto, it being understood and agreed, however, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but i) no such Lender shall be required obligated to participate in provide an Incremental Commitment as a result of any such Incremental Term Loan without its consent) request by the Borrowers, and shall be subject to until such consentstime, if any, as would such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.15, such Lender shall not be required obligated to fund any Revolving Loans in connection with an assignment excess of a Term Loan its Commitment under any Tranche as in effect prior to giving effect to such PersonIncremental Commitment provided pursuant to this Section 2.15, (ii) willing any Lender (including any Eligible Assignee who will become a Lender) may so provide an Incremental Commitment without the consent of any other Lender, (iii) each provision of Incremental Commitments on a given date pursuant to provide such Incremental Term Loans in their sole discretion (such Lenders, the “Incremental Term Loan Lenders”). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which this Section 2.15 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Assignee who will become a Lender)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (iv) the aggregate amount of $10,000,000 all Incremental Commitments provided pursuant to this Section 2.15, shall not exceed the Maximum Incremental Commitment Amount and minimum increments of $10,000,000(v) all Revolving Loans (and all interest, or remaining permitted amount or, in each case, such lesser amount approved by the Administrative Agentfees and other amounts payable thereon), (ii) whether the Incremental Term Loans to be borrowed made pursuant to such an Incremental Term Loan Commitments are Commitment shall be entitled to be an increase in any existing Class the benefits of Term Loans or the guarantees and security provided under the Credit Documents to the other ABL Obligations under the relevant Tranche on a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall, unless otherwise agreed by the Administrative Agent, be not less than ten Business Days after the date such notice is delivered)pari passu basis. (2b) The Loan PartiesAt the time of the provision of Incremental Commitments pursuant to this Section 2.15, each Borrower under the relevant Tranche, the Administrative Agent and any each such Lender or other Person whose consent is required as provided above Eligible Assignee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment and Incremental Commitment Agreement, with the effectiveness of such other documentation as Incremental Lender’s Incremental Commitment to occur on the Administrative Agent shall reasonably specify to evidence the date set forth in such Incremental Term Loan Commitment. Each Additional Credit Extension Amendment pursuant to this clause (d) shall specify the terms of the applicable Incremental Term Loans; provided that: (i) the Incremental Term Loans shall not be guaranteed by Commitment Agreement, which date in any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral (and no additional collateral) securing the then existing Obligations; (ii) (A) the Maturity Date of any Incremental Term Loans event shall be no earlier than the then Latest Maturity Date 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 (or any affiliate thereof)), (x) all Incremental Commitment Requirements are satisfied, (y) all other conditions set forth in this Section 2.15 shall have been satisfied, and (Bz) all other conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and at such time, (i) the Weighted Average Life to Maturity of any Incremental Term Loans Total Commitment (and the Total U.S./European Commitment and/or Total Canadian Commitment, as applicable) under, and for all purposes of, this Agreement shall be no shorter than increased by the remaining Weighted Average Life aggregate amount of such Incremental Commitments, (ii) if the Total U.S./European Commitment is then being increased and the relevant Incremental Commitment Agreement so provides, the Total European Sub-Commitment shall be increased by the amount specified in such Incremental Commitment Agreement (not to Maturity exceed the amount of any then outstanding Class of Term Loans; the related Incremental Commitment); provided that the Administrative Agent shall have consented to such increase, (iii) no Schedule I shall be deemed modified to reflect the revised Commitments of the affected Lenders and (iv) to the extent requested by any Incremental Term Lender, Revolving Loan shall participate on Notes will be issued, at the expense of each applicable Borrowers, to such Incremental Lender in conformity with the requirements of Section 2.05. (c) At the time of any provision of Incremental Commitments pursuant to this Section 2.15, the Borrowers under the relevant Tranche or Tranches shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders under the relevant Tranche or Tranches, and incur additional Revolving Loans from certain other Lenders under the relevant Tranche or Tranches (including the Incremental Lenders), (even though as a greater result thereof such new Loans (to the extent required to be maintained as Euro Rate Loans) may have a shorter Interest Period than pro rata basis with the then outstanding Term Loans Borrowings of the respective such Loans), in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between each case to the extent necessary so that all of the Lenders providing under the applicable Incremental Term Loan relevant Tranche or Tranches participate in each outstanding borrowing of Revolving Loans under the relevant Tranche or Tranches pro rata on the basis of their respective Commitments under the relevant Tranche or Tranches (after giving effect to any increase in the Total Commitment (and the Borrower (except that any Incremental Term Loans forming an addition Total U.S./European Commitment and/or Total Canadian Commitment, as applicable) pursuant to an existing Class of Term Loans shall have this Section 2.15) and with the same interest rates, optional prepayment provisions relevant Borrowers under the relevant Tranche being jointly and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject severally obligated to pay to the above, respective Lenders any Incremental Term Loans shall be on terms costs of the type referred to in Section 2.11 and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loansamounts, as reasonably determined by the Borrower respective Lenders, to compensate them for funding the various Revolving Loans during an existing Interest Period (except rather than at the beginning of the respective Interest Period, based upon rates then applicable thereto) in connection with any such repayment and/or incurrence. All determinations by any Lender pursuant to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06preceding sentence shall, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment absent manifest error, be final and the incurrence of Indebtedness thereunder conclusive and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made binding on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lenderall parties hereto.

Incremental Commitments. (1a) The After the Closing Date has occurred, the Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, in an amount not to exceed $100,000,000 the Incremental Amount available at the time such Incremental Term Loans are funded or Incremental Revolving Facility Commitments are established (except as set forth in clause (C) of the third paragraph under Section 6.01) from one or more Eligible Assignees, in each case, that is a Farm Credit Lender Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which, in each case, may include any existing Lender (Lender, but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, persons which would qualify as would be required in connection with an assignment assignees of a Term Loan to such PersonLender in accordance with Section 9.04) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their sole discretion (such Lendersdiscretion; provided, that each Incremental Revolving Facility Lender providing a commitment to make revolving loans shall be subject to the approval of the Administrative Agent and, to the extent the same would be required for an assignment under Section 9.04, the “Incremental Term Loan Lenders”Issuing Bank and the Swingline Lender (which approvals shall not be unreasonably withheld, conditioned or delayed). Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000 and minimum increments of $10,000,000, or equal to the remaining permitted amount Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are requested to become effective effective, (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be (x) commitments to make term loans with terms identical to (and which shallshall together with any then outstanding Term BA-1 Loans, unless otherwise agreed by Term B-2 Loans or Term B-23 Loans, as applicable, form a single Class of) Term BA-1 Loans, Term B-2 Loans or Term B-23 Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Administrative AgentTerm BA-1 Loans, be not less than ten Business Days after the date such notice is deliveredTerm B-2 Loans and Term B-23 Loans (“Other Incremental Term Loans”). (2b) The Loan Parties, the Administrative Agent Borrower and any other Person whose consent is required as provided above each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Additional Credit Extension Amendment pursuant to this clause (d) Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term LoansLoans and/or Incremental Revolving Facility Commitments; provided provided, that: (i) any (x)(A) commitments to make additional Term B-1 Loans shall have the same terms as the Term B-1 Loans, and shall form part of the same Class of Term B-1 Loans and[reserved], (B) commitments to make additional Term B-2 Loans shall have the same terms as the Term B-2 Loans, and shall form part of the same Class of Term B-2 Loans, (C) commitments to make additional Term B-3 Loans shall have the same terms as the Term B-3 Loans, and shall form part of the same Class of Term B-3 Loans and (D) commitments to make additional Term A-1 Loans shall have the same terms as the Term A-1 Loans, and shall form part of the same Class of Term A-1 Loans and (y) Incremental Revolving Facility Commitments shall have the same terms as the then outstanding Class of Revolving Facility Commitments (or, if more than one Class of Revolving Facility Commitments is then outstanding, the Revolving Facility Commitments with the then latest Revolving Facility Maturity Date) and shall require no scheduled amortization or mandatory commitment reduction prior to the Latest Maturity Date of the Revolving Facility Commitments, (ii) the Other Incremental Term Loans incurred pursuant to clause (a) of this Section 2.21 shall rank equally and ratably in right of security with the Term BA-1 Loans, Term B-2 Loans and Term B-23 Loans or, at the option of the Borrower, shall rank junior in right of security with the Term BA-1 Loans, Term B-2 Loans and Term B-23 Loans (provided, that if such Other Incremental Term Loans rank junior in right of security with the Term A-1 Loans, Term B-12 Loans and/or Term B-23 Loans, such Other Incremental Term Loans shall be subject to a Permitted Junior Intercreditor Agreement and, for the avoidance of doubt, shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by the same Collateral subject to clause (and no additional collateralv) securing the then existing Obligations;below), (ii) (Aiii) the Maturity Date final maturity date of any such Other Incremental Term Loans shall be no earlier than the then Latest LatestTerm A-1 Maturity Date applicable to the Term B-1 Loans and Term B-2 Loans in effect at the date of incurrence of such Other Incremental Term Loans and, except as to pricing, amortization, final maturity date, participation in mandatory prepayments and ranking as to security (Bwhich shall, subject to the other clauses of this proviso, be determined by the Borrower and the Incremental Term Lenders in their sole discretion), shall have (x) the same terms as the Term BA-1 Loans or, Term B-2 Loans or Term B-3 Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (iv) the Weighted Average Life to Maturity of any such Other Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of the Term Loans;A-1 Loans with the longest remaining Weighted Average Life to Maturity, (iiiv) no with respect to any Other Incremental Term Loan, the All-in Yield shall be as agreed by the respective Incremental Term Lenders and the Borrowers, except that the All-in Yield in respect of any such Other Incremental Term Loan may exceed the All-in Yield in respect of the Term B-13 Loans by no more than 0.50%, or if it does so exceed such All-in Yield (such difference, the “Term Yield Differential”) then the Applicable Margin (or the “LIBOR floor” as provided in the following proviso) applicable to such Term B-13 Loans shall be increased such that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided, that to the extent any portion of the Term Yield Differential is attributable to a higher “LIBOR floor” being applicable to such Other Incremental Term Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “LIBOR floor” applicable to the outstanding Term B-13 Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Other Incremental Term Loans prior to any increase in the Applicable Margin applicable to such Term B-13 Loans then outstanding, (vi) such Other Incremental Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis basis) than the Term A-1 Loans, the Term B-13 Loans and, other than with respect to any mandatory prepayment pursuant to Section 2.11(c), the then outstanding Term B-2 Loans in any mandatory prepayment;prepayment hereunder, (ivvii) Incremental Term Loans there shall have such interest rates, optional prepayment provisions and fees as may be agreed between no borrower (other than the Lenders providing Borrower) or guarantor (other than the applicable Guarantors) in respect of any Incremental Term Loan Commitments and the Borrower or Incremental Revolving Facility Commitments, and (except that any viii) Other Incremental Term Loans forming an addition to an existing Class and Incremental Revolving Facility Commitments shall not be secured by any asset of Term Loans shall have the same interest rates, optional prepayment provisions and fees (Borrower or its Subsidiaries other than upfront fees) as then Collateral. Each party hereto hereby agrees that, upon the applicable existing Class effectiveness of Term Loans); (v) subject to the above, any Incremental Term Loans Assumption Agreement, this Agreement shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except amended to the extent that (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is amended necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent with the Borrower’s consent (which shall not require to be unreasonably withheld) and furnished to the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); andother parties hereto. (vic) subject to Section 1.06Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective under this Section 2.01(b) 2.21 unless (wi) no Default or Event of Default shall exist exist; provided, that in the event that any tranche of Incremental Term Loans is used to finance a Permitted Business Acquisition, to the extent the Incremental Term Lenders participating in such tranche of Incremental Term Loans agree, the foregoing clause (i) shall be tested at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition (provided, that such Incremental Term Lenders shall not be permitted to waive any Default or Event of Default then existing or existing after giving pro forma effect to such tranche of Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefromLoans); (xii) the conditions representations and warranties of the Borrower set forth in clauses this Agreement shall be true and correct in all material respects (aother than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct); provided, that in the event that the tranche of Incremental Term Loans is used to finance a Permitted Business Acquisition and to the extent the Incremental Term Lenders participating in such tranche of Incremental Term Loans agree, the foregoing clause (ii) shall be limited to the Specified Representations and those representations of the seller or the target company (bas applicable) included in the acquisition agreement related to such Permitted Business Acquisition that are material to the interests of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, the Lenders and only to the extent that the Borrower or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a Borrowing is made on result of a failure of such date, clause (c) is required representations to be complied with)accurate; (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (ziii) the Administrative Agent shall have received documents and legal opinions consistent with those delivered on the Closing Date as to such matters as are reasonably requested by the Administrative Agent. Upon any increase The Administrative Agent shall promptly notify each Lender as to the effectiveness of any existing Class each Incremental Assumption Agreement. (d) Each of Term Loans, the Lenders shall parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Incremental Term Loans), when originally made, are included in each Borrowing of the outstanding applicable Class of Term Loans on a pro rata basis, and (ii) all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments, when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to ensure that effect the Borrowings of such Class are held by the Lenders of such Class on a pro rata basis in accordance with the respective amount of Term Loans of such Class held by each Lenderforegoing.

Incremental Commitments. (1a) The Borrower may, by written notice to the Administrative Agent (the “Incremental Request Notice”) from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, in an amount not to exceed $100,000,000 the Incremental Amount, in the aggregate, from one or more Eligible Assignees, in each case, that is a Farm Credit Lender Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which, in each case, which may include any existing Lender (but no such Lender shall be required to participate in any such Incremental Term Loan without its consent) and shall be subject to such consents, if any, as would be required in connection with an assignment of a Term Loan to such PersonLender) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their sole discretion own discretion, provided that each Incremental Term Lender and/or Incremental Revolving Facility shall be subject to the approval of (x) the Administrative Agent (which approval shall not be unreasonably withheld) unless no consent of the Administrative Agent would be required for an assignment to such Lendersperson pursuant to Section 9.04(b)(i)(B) and (y) the L/C Issuer and the Swingline Lender (which approval shall not be unreasonably withheld) unless no consent of the L/C Issuer and the Swingline Lender would be required for an assignment to such person pursuant to Section 9.04(b)(i)(C); provided, the “further, that any existing Lender approached to provide all or a portion of such Incremental Term Loan Lenders”)Commitments and/or Incremental Revolving Facility Commitments may elect or decline, in its sole discretion, to provide such Commitments. Such notice The Incremental Request Notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5 million and a minimum amount of $10,000,000 and minimum increments of $10,000,000, 25 million or equal to the remaining permitted amount or, in each case, such lesser amount approved by the Administrative AgentIncremental Amount), (ii) whether the Incremental Term Loans to be borrowed pursuant to such Incremental Term Loan Commitments are to be an increase in any existing Class of Term Loans or a new Class of Term Loans and (iii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are requested to become effective (which shallthe “Increased Amount Date”), unless otherwise agreed by and (iii) (a) in the Administrative Agentcase of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be not less than ten Business Days after Term A Loan Commitments (the date “Incremental Term A Loan Commitment”), Term B Loan Commitments (the “Incremental Term B Loan Commitment”) or commitments to make term loans with interest rates and/or amortization and/or maturity and/or other terms different from the Term A Loans or the Term B Loans (“Other Term Loans”) and/or (b) whether such notice is deliveredIncremental Revolving Facility Commitments are to be Revolving Facility Commitments or commitments to make revolving loans with pricing different from the Revolving Facility Loans (“Other Revolving Loans”). (2b) The Loan Parties, the Administrative Agent Borrower and any other Person whose consent is required as provided above each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Additional Credit Extension Amendment Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan CommitmentCommitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Additional Credit Extension Amendment pursuant to this clause (d) Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term LoansLoans and/or Incremental Revolving Facility Commitments; provided that: provided, that (i) except as to pricing, amortization and final maturity date (which shall, subject to clause (ii) and (iii) of this proviso, be determined by the Borrower and the Incremental Term Lenders in their sole discretion), the Other Term Loans shall not be guaranteed by any Subsidiaries of have (x) the Borrower that do not guarantee same terms as the existing Term B Loans and or (y) such other terms as shall be secured on a pari passu basis by reasonably satisfactory to the same Collateral (and no additional collateral) securing the then existing Obligations; Administrative Agent, (ii) (A) the Maturity Date final maturity date of any Incremental Term A Loan shall be no earlier than the Term A Facility Maturity Date and the final maturity date of any Incremental Term B Loan or Other Term Loans shall be no earlier than the then Latest Term B Facility Maturity Date and Date, (Biii) the Weighted Average Life to Maturity of any Incremental Term Loans A Loan shall not be no shorter than the remaining Weighted Average Life to Maturity of the existing Term A Loans and the Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term B Loan shall participate on a greater than pro rata basis with the then outstanding or Other Term Loans in any mandatory prepayment; shall not be shorter than the remaining Weighted Average Life to Maturity of the existing Term B Loans, and (iv) Incremental Term Loans except as to pricing (which shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees (other than upfront fees) as the applicable existing Class of Term Loans); (v) subject to the above, any Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower and the Incremental Revolving Facility Lenders providing in their sole discretion), the Other Revolving Loans shall have (x) the same terms as the Revolving Facility or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent and (v) until the date that is eighteen (18) months after the Closing Date, in the event that the Applicable Margin (at any analogous point in the Pricing Grid) for any Incremental Term Loan; provided thatB Loans or Other Term Loans is greater than the Applicable Margin for the existing Term B Loans by more than 25 basis points, then the terms applicable Applicable Margin for the existing Term B Loans shall be increased to any such the extent necessary so that the Applicable Margin (at each analogous point in the Pricing Grid) for the Incremental Term B Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, Other Term Loans is 25 basis points higher than the terms Applicable Margin for the existing Term B Loans; provided, further, that in determining the Applicable Margin applicable to the then outstanding Commitments existing Term B Loans and the Incremental Term B Loans or Other Term Loans, as reasonably determined (x) original issue discount or upfront or similar fees (collectively, “OID”) payable by the Borrower to the Lenders of the existing Term B Loans or the Incremental Term B Loans or Other Term Loans, in the primary syndication thereof shall be included (except with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to arrangers (or their respective affiliates) shall be excluded; and (z) if the ABR or Eurocurrency Rate “floor” for the Incremental Term B Loans or Other Term Loans is greater than the ABR or Eurocurrency Rate “floor,” respectively, for the existing Term B Loans the difference between such floor for the Incremental Term B Loans or Other Term Loans and the existing Term B Loans shall be equated to an increase in the Applicable Margin for purposes of this clause (v). 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, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent that this Agreement is amended (which shall not require but only to the consent of any Lenderextent) necessary to incorporate such more restrictive provisions for reflect the benefit existence and terms of the then existing LendersIncremental Term Loan Commitments and/or Incremental Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(g); and. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (vic) subject to Section 1.06Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective under this Section 2.01(b) 2.22 unless (w) on the date of such effectiveness, no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment have occurred and be continuing or would result therefrom. (d) Each of the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming parties hereto hereby agrees that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Term Loans) in the form of additional Term A Loans or Term B Loans, when originally made, are included in each Borrowing of outstanding Term A Loans or Term B Loans, as applicable, on a pro rata basis, and (ii) all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments that are Revolving Facility Commitments, when originally made, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees that Section 2.17 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to ensure that effect the Borrowings foregoing. (e) The Incremental Term Loans and Incremental Revolving Loans shall rank pari passu or junior in right of such Class are held by the Lenders payment and of such Class on a pro rata basis in accordance security with the respective amount of Term Loans of such Class held by each Lenderand Revolving Facility Loans.

Incremental Commitments. (1a) The Borrower may, by written notice shall have the right to the Administrative Agent request at any time and from time to timetime that one or more Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders, request subject to the terms set forth in Section 2.21) provide an increase in Revolving Commitments (a “Revolving Commitment Increase”), one or more additional Tranches of Revolving Commitments (an “Additional/Replacement Revolving Commitment”) or Incremental Term Loan Commitments not to exceed $100,000,000 from one or more Eligible Assignees(such Term Loans incurred in connection therewith, in each caseeach, that is a Farm Credit Lender (which, in each case, may include any existing Lender (but no such Lender shall be required to participate in any such an “Incremental Term Loan without its consent) and shall be subject to such consentsLoan” and, if any, as would be required in connection with an assignment of a Term Loan to such Person) willing to provide such Incremental Term Loans in their sole discretion (such Lenderscollectively, the “Incremental Term Loan LendersLoans” and, collectively with any Revolving Commitment Increase and any Additional/Replacement Revolving Commitment, each, an “Incremental Facility” and collectively, the “Incremental Facilities”). Such notice shall set forth ) to the Borrower and, subject to the terms and conditions contained in this Agreement and in the relevant Incremental Amendment, make Loans pursuant thereto; it being understood and agreed, however, that: (i) no Lender shall be obligated to provide an Incremental Facility as a result of any such request by the Borrower; (ii) any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental Facility without the consent of any other Lender; (iii) each Incremental Facility shall be denominated in U.S. Dollars; (iv) the amount of any Incremental Facility made available pursuant to a given Incremental Amendment shall be in a minimum aggregate amount for all Lenders which provide such Incremental Facility thereunder (including Eligible Transferees who will become Lenders) of at least $25,000,000; (v) the aggregate principal amount of any Loan or Commitment, as applicable, pursuant to an Incremental Facility on the date of the incurrence thereof shall not exceed, when taken together with any incurrence of Permitted Pari Passu Loans, Permitted Pari Passu Notes or Permitted Junior Debt pursuant to Section 10.04(xxvii)(A)(1) on such date, (x) the then-remaining Fixed Dollar Incremental Amount as of the date of incurrence plus (y) subject to the satisfaction of the applicable Incurrence-Based Incremental Facility Test, any Incurrence-Based Incremental Amount that may be incurred thereunder on such date; (vi) the proceeds of all Incremental Facilities incurred by the Borrower may be used for any purpose not prohibited under this Agreement; (vii) the Borrower shall specifically designate, in consultation with the Administrative Agent, any Tranche of the Incremental Term Loan Commitments being requested provided thereunder (which Tranche shall be a new Tranche (i.e., not the same as any existing Tranche of Incremental Term Loans, Incremental Term Loan Commitments or other Term Loans), unless the requirements of Section 2.15(c) are satisfied), which designation shall be set forth in the applicable Incremental Amendment; (viii) if to be incurred as a minimum amount new Tranche of $10,000,000 Incremental Term Loans, such Incremental Term Loans shall have the same terms as each other Tranche of Term Loans as in effect immediately prior to the effectiveness of the relevant Incremental Amendment, except as to purpose (which is subject to the requirements of the preceding clause (vi)) and minimum increments optional prepayment provisions and mandatory prepayment provisions (which are governed by Section 5.02; provided that each new Tranche of $10,000,000Incremental Term Loans shall be entitled to share in mandatory prepayments on a ratable basis with the other Tranches of Term Loans (unless the holders of the Incremental Term Loans of any Tranche agree to take a lesser share of any such prepayments)); provided, however, that (I) the maturity and amortization of such Tranche of Incremental Term Loans may differ, so long as such Tranche of Incremental Term Loans shall have (a) a Maturity Date of no earlier than the Latest Maturity Date as of the date such Indebtedness was incurred and (b) a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for the Tranche of then outstanding Term Loans with the then longest Weighted Average Life to Maturity (in each case of the foregoing clauses (a) and (b), excluding for this purpose (x) interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the requirements of this clause (I) and (y) amounts not in excess of the Inside Maturity Date Basket at the time of incurrence), (II) the Effective Yield applicable to such Tranche of Incremental Term Loans may differ from that applicable to the then outstanding Tranches of Term Loans, with the Effective Yield applicable thereto to be specified in the respective Incremental Amendment; provided, however, that if the Effective Yield for any such Incremental Term Loans or remaining permitted amount orany Permitted Pari Passu Loans, in each case which constitute MFN Qualifying Term Loans, exceeds the Effective Yield then applicable to any then outstanding Initial Term Loans by more than 0.50% per annum, the Applicable Margins for all then outstanding Initial Term Loans shall be increased as of such date in accordance with the requirements of the definition of “Applicable Margin” (the “MFN Pricing Test”); and (III) such Tranche of Incremental Term Loans may be pursuant to documentation to be agreed between the Borrower and the applicable lenders providing the Incremental Term Loans and, solely to the extent administrative matters applicable to Administrative Agent in its capacity as such are set forth therein, that is reasonably acceptable to the Administrative Agent and may have other terms (other than those described in preceding clauses (I) and (II)) that may differ from those of other Tranches of Term Loans, including, without limitation, as to the application of optional or voluntary prepayments among the Incremental Term Loans and the existing Term Loans, in each case, taken as a whole, that are not materially more favorable to the lenders providing such lesser amount approved by Incremental Term Loans than the provisions applicable to the existing Term Loans or as are otherwise reasonably satisfactory to the Administrative Agent)Agent (provided that to the extent such documentation and terms are not consistent with the terms of, and documentation governing, the Initial Term Loans, such terms (iiif favorable to the existing Lenders) whether shall be automatically incorporated into the Credit Documents for the benefit of all existing Lenders without further amendment requirements, including, for the avoidance of doubt, at the option of the Borrower, any increase in the Applicable Margin or amount of amortization relating to the existing Term Loans to bring such Applicable Margin or amount of amortization in line with the Incremental Term Loans to achieve fungibility with such existing Term Loans); (ix) the terms and provisions of any Revolving Commitment Increase shall be borrowed pursuant identical to the Initial Revolving Loans and the Closing Date Revolving Commitments, and, for purposes of this Agreement and the other Credit Documents, all Revolving Loans made under the Revolving Commitment Increase shall be deemed to be Initial Revolving Loans, including, without limitation, the following: (A) the rate of interest applicable to the Revolving Commitment Increase shall be the same as the rate of interest applicable to the Initial Revolving Loans, (B) unused line fees applicable to the Revolving Commitment Increase shall be calculated using the same Applicable Commitment Fee Rate applicable to the Initial Revolving Loans, (C) the Revolving Commitment Increase shall share ratably in any mandatory prepayments of the Initial Revolving Loans, (D) after giving effect to such Incremental Term Loan Revolving Commitment Increases, Revolving Commitments are shall be reduced based on each Lender’s Pro Rata Percentage, and (E) the Revolving Commitment Increase shall rank pari passu in right of payment and security with the Initial Revolving Loans; (x) the maturity, interest rate and fees of any Tranche of Additional/Replacement Revolving Commitments may differ, so long as such Tranche of Revolving Loans made under the Additional/Replacement Revolving Commitments shall have a maturity date of no earlier than the then latest maturing Tranche of outstanding Revolving Loans; (xi) any Tranche of Additional/Replacement Revolving Commitments shall not require any scheduled amortization or mandatory commitment reduction prior to be an increase in any existing Class the Latest Maturity Date of Term Loans or a new Class of Term the Initial Revolving Loans and Closing Date Revolving Commitments and shall be on substantially the same terms as those applicable to the Initial Revolving Loans and Closing Date Revolving Commitments (iii) the date on which such Incremental Term Loan Commitments are requested other than as set forth herein or otherwise reasonably acceptable to become effective (which shall, unless otherwise agreed by the Administrative Agent); (xii) all Incremental Term Loans (and all interest, fees and other amounts payable thereon) incurred by the Borrower shall be Obligations of the Borrower under this Agreement and the other applicable Credit Documents and shall, to the extent secured, be not less than ten Business Days after secured by the date Security Agreements, and guaranteed under each relevant Guaranty, on a pari passu basis or junior basis with all other Term Loans secured by the Security Agreement and guaranteed under each such notice is delivered)Guaranty and shall be secured by only the Collateral securing the Obligations hereunder; (xiii) each Lender (including any Eligible Transferee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Amendment shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, make Revolving Commitment Increases, Additional/Replacement Revolving Commitments and/or Incremental Term Loans under the Tranche specified in such Incremental Amendment as provided in Section 2.01(c) and such Loans shall thereafter be deemed to be Revolving Loans or Incremental Term Loans under such Tranche, as applicable, for all purposes of this Agreement and the other applicable Credit Documents; and (xiv) all Incremental Commitment Requirements are satisfied. (2b) The Loan PartiesAt the time of the provision of Incremental Commitments pursuant to this Section 2.15, the Borrower, the Administrative Agent and any each such Lender or other Person whose consent is required as provided above Eligible Transferee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Administrative Agent an Additional Credit Extension Incremental Amendment and (which shall not require the consent of any other Lender), with the effectiveness of the Incremental Commitment provided therein to occur on the date on which (w) a fully executed copy of such other documentation as Incremental Amendment shall have been delivered to the Administrative Agent, (x) 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 upfront or arrangement fees owing to the Administrative Agent to the extent it served as the arranger for the Incremental Commitments), (y) all Incremental Commitment Requirements are satisfied, and (z) all other conditions set forth in this Section 2.15 shall reasonably specify have been satisfied. The Administrative Agent shall promptly notify each Lender as to evidence the effectiveness of each Incremental Amendment, and at such time, (i) Schedule 2.01 shall be deemed modified to reflect the revised Incremental Commitments of the affected Lenders and (ii) to the extent requested by any Incremental Lender, Term Notes or Revolving Notes, as applicable, will be issued at the Borrower’s expense to such Incremental Lender, to be in conformity with the requirements of Section 2.05 (with appropriate modification) to the extent needed to reflect the new Incremental Loans and Incremental Commitments made by such Incremental Lender. (c) Notwithstanding anything to the contrary contained above in this Section 2.15, the Incremental Term Loan Commitment. Each Additional Credit Extension Commitments provided by an Incremental Lender or Incremental Lenders, as the case may be, pursuant to each Incremental Amendment shall constitute a new Tranche, which shall be separate and distinct from the existing Tranches pursuant to this clause (d) shall Agreement; provided that the parties to a given Incremental Amendment may specify therein that the terms of the applicable Incremental Term Loans made pursuant thereto shall constitute part of, and be added to, an existing Tranche of Term Loans; provided that, in any case so long as the following requirements are satisfied: (i) the Incremental Term Loans to be made pursuant to such Incremental Amendment shall not be guaranteed by any Subsidiaries of the Borrower that do not guarantee the existing Loans and shall be secured on a pari passu basis by have the same Collateral (Borrower, the same maturity date and no additional collateral) securing the then existing Obligationssame Applicable Margins as the Tranche of Term Loans to which the new Incremental Term Loans are being added; (ii) (A) the Maturity Date of any new Incremental Term Loans shall be no earlier than the then Latest Maturity Date and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of any then outstanding Class of Term Loans; (iii) no Incremental Term Loan shall participate on a greater than pro rata basis with the then outstanding Term Loans in any mandatory prepayment; (iv) Incremental Term Loans shall have such interest rates, optional prepayment provisions and fees as may be agreed between the Lenders providing the applicable Incremental Term Loan Commitments and the Borrower (except that any Incremental Term Loans forming an addition to an existing Class of Term Loans shall have the same interest rates, optional prepayment provisions and fees Scheduled Repayment Dates as then remain with respect to the Tranche to which such new Incremental Term Loans are being added (other than upfront feeswith the amount of each Scheduled Repayment applicable to such new Incremental Term Loans to be the same (on a proportionate basis)) as is theretofore applicable to the applicable existing Class Tranche to which such new Incremental Term Loans are being added, thereby increasing the amount of each then remaining Scheduled Repayment of the respective Tranche proportionately; and (iii) on the date of the making of such new Incremental Term Loans); (v) subject , and notwithstanding anything to the abovecontrary set forth in Section 2.09, any such new Incremental Term Loans shall be on terms added to (and pursuant to documentation to be determined by the Borrower and the Lenders providing such Incremental Term Loan; provided that, the terms applicable to any such Incremental form part of) each Borrowing of outstanding Term Loans (except as expressly permitted above and except for covenants or other provisions applicable only to periods after the then Latest Maturity Date) are not, taken as a whole, materially more restrictive to the Borrower and its Restricted Subsidiaries, than the terms applicable to the then outstanding Commitments and Loans, as reasonably determined by the Borrower (except to the extent that this Agreement is amended (which shall not require the consent of any Lender) to incorporate such more restrictive provisions for the benefit of the then existing Lenders); and (vi) subject to Section 1.06, no Incremental Term Loan Commitment shall become effective under this Section 2.01(b) unless (w) no Default or Event of Default shall exist giving pro forma effect to such Incremental Term Loan Commitment and the incurrence of Indebtedness thereunder and use of proceeds therefrom; (x) the conditions set forth in clauses (a) and (b) of Section 5.02 are satisfied whether or not a Credit Extension is made on such date (and, only to the extent a Borrowing is made on such date, clause (c) is required to be complied with); (y) on a Pro Forma Basis, giving effect to such Incremental Term Loans and the incurrence of Indebtedness thereunder (assuming that such commitments are fully drawn on such date) and use of proceeds therefrom, the Borrower would be in compliance with Section 8.11 and (z) the Administrative Agent shall have received documents and legal opinions as to such matters as are reasonably requested by the Administrative Agent. Upon any increase of any existing Class of Term Loans, the Lenders shall take any action as may be reasonably required by the Administrative Agent to ensure that the Borrowings of such Class are held by the Lenders of such Class applicable Tranche on a pro rata basis in accordance with (based on the relative sizes of the various outstanding Borrowings), so that each Lender holding Term Loans under the respective amount Tranche of Term Loans participates in each outstanding Borrowing of Term Loans of the respective Tranche (after giving effect to the incurrence of such Class held new Incremental Term Loans pursuant to Section 2.01(c)) on a pro rata basis. To the extent the provisions of the preceding clause (iii) require that Incremental Lenders making new Incremental Term Loans add such Incremental Term Loans to the then outstanding Borrowings of LIBO Rate Loans of such Tranche, it is acknowledged that the effect thereof may result in such new Incremental Term Loans having irregular Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding LIBO Rate Loans of such Tranche and which will end on the last day of such Interest Period), which irregular interest periods shall be permitted notwithstanding anything to the contrary in this Agreement. All determinations by each Lenderany the Administrative Agent of the LIBO Rate in such circumstances pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.