Common use of Incremental Term Loans Clause in Contracts

Incremental Term Loans. Incremental Term Loan Facilities and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Term Loan Lender (including any new Lender becoming a party to this Agreement as an Incremental Term Loan Lender) with respect to such Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01, the Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing Facility.

Incremental Term Loans. Incremental Term Loan Facilities and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”a) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Each Incremental Term Loan Lender party hereto severally agrees to make, on the Amendment No. 1 Closing Date, term loans (including any new Lender becoming a party to this Agreement as an collectively, the “Incremental Term Loan LenderLoans”) with respect in US Dollars to the Borrowers in an amount equal to the commitment amount set forth next to such Incremental Term Loan Facility Lender’s name in Schedule 1 hereto under the caption “Incremental Term Commitment” (the “Incremental Term Commitment”) on the terms and the Administrative Agent. Notwithstanding anything subject solely to the contrary conditions set forth in this Agreement. The Incremental Term Loan Lender’s Incremental Term Commitment shall terminate on the Amendment No. 1 Closing Date (immediately after giving effect to the Borrowing of Incremental Term Loans on such date). Incremental Term Loans borrowed under this Section 11.01, 2 and subsequently repaid or prepaid may not be reborrowed. The Borrowers shall utilize the proceeds of the Incremental Term Loan Facility Loans made on the Amendment mayNo. 1 Closing Date, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agenttogether with cash on hand, to effectuate (i) finance the provisions of this Section 2.15. Each Incremental Term Loan Facility Acquisition (including any working capital and/or purchase price adjustments), (ii) pay interest, fees, premiums, expenses and other transaction costs in connection with the related foregoing and (iii) for general corporate purposes. (b) If the Borrowers request to have the Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by LIBO Rate Loans, the Borrower Agent and each Incremental Term Loan Lender in party hereto hereby consents to an Interest Period for the applicable Incremental Term Loan Facility Loans beginning on the Amendment No. 1 Closing Date and ending on the last day of the Interest Period then in effect with respect to such Incremental the Initial Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing FacilityLoans.

Incremental Term Loans. (a) On the terms and subject to the conditions set forth herein, on the Incremental Term Loan Facilities and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerClosing Date, each Incremental Term Loan Lender (including any new Lender becoming a party hereby agrees, severally and not jointly, to this Agreement as an make Incremental Term Loan Lender) Loans to the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms applicable to, and shall be, Senior Lien Term Loans under the Administrative AgentCredit Agreement. Notwithstanding anything to For purposes of Section 2.23(b) of the contrary in Section 11.01Credit Agreement, the Incremental Term Loans shall have the same “effective yield” as the Senior Lien Term Loans incurred on the Closing Date. From and after the Incremental Facility Closing Date, the Incremental Term Loan Facility Amendment mayLenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “Term Loans”, without in each case for all purposes of the consent of any other Lenders, effect such amendments to this Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion Documents. (c) The proceeds of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to used by the Borrower Borrower, together with cash on hand, to make the Intercompany Loan and each to pay fees and expenses incurred in connection with the incurrence of the Incremental Term Loans. Concrete Mid-Holdings will use the proceeds of the Intercompany Loan Lender in to make the applicable Incremental Term Loan Facility Amendment with respect Note Repayment and to such Incremental Term Loan Facility and, if pay (directly or indirectly) the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing FacilitySpecified Dividend.

Incremental Term Loans. Incremental Term Loan Facilities and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”a) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Each Incremental Term Loan Lender (including any new Lender becoming a party hereto severally agrees to this Agreement as an make, on the Amendment No. 5 Closing Date, Incremental Term Loan Lender) with respect Loans to the Canadian Borrower in an amount equal to the commitment amount set forth next to such Incremental Term Loan Facility Lender’s name in Schedule 1 hereto under the caption “Incremental Term Commitment” (the “Incremental Term Commitment”), in each case on the terms and the Administrative Agent. Notwithstanding anything subject solely to the contrary conditions set forth in Section 11.01, the Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions 6(a) of this Section 2.15Agreement. Each Incremental Term Loan Facility and Lender’s Incremental Term Commitment shall terminate on the related Amendment No. 5 Closing Date (immediately after giving effect to the Borrowing of Incremental Term Loans will be on such terms date). Incremental Term Loans borrowed under this Section 2 and subsequently repaid or prepaid may not be reborrowed. The Canadian Borrower shall utilize the proceeds of the Incremental Term Loans made on the Amendment No. 5 Closing Date, together with cash on hand, to (i) finance the Acquisition (including as any working capital and/or purchase price adjustments), (ii) pay interest, fees, premiums, expenses and other transaction costs in connection with the foregoing and (iii) for general corporate purposes. (b) If the Canadian Borrower requests to amortization and maturity) as are agreed to by have the Borrower Incremental Term Loans be LIBO Rate Loans, the Agent and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect party hereto hereby consents to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but an Interest Period for such Incremental Term Loans will not beginning on the Amendment No. 5 Closing Date and ending on the last day of the Interest Period then in any event have a maturity date earlier than effect with respect to the latest Maturity Date (including any extension option) of any then existing FacilityInitial Term Loans.

Incremental Term Loans. Incremental Term Loan Facilities and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”a) of this Agreement and, as appropriate, Each party hereto agrees that the other Loan Documents, executed by the Borrower, each Incremental Term Loan Lender (including any new shall be considered a Lender becoming a party to this Agreement as an for all purposes under the Credit Documents. The Incremental Term Loan Lender) with respect Lender agrees to such be bound by the terms of the Credit Documents and to make Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything Loans to the contrary Borrower in Section 11.01, the Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments an aggregate amount not to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15exceed $165,000,000. Each Incremental Term Loan Facility and the related The Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender an increase in the applicable Incremental Term Loan Facility Amendment with respect B-2 Loans (to such Incremental be redesignated as the Term Loan Facility and, if B-2-A Loans as set forth herein) outstanding prior to the terms of such Incremental date hereof (the “Existing Term Loan Facility Loans”) and the related Incremental Existing Term Loans (other than final maturity) are not and the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not collectively comprise a single Tranche of Term B-2 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-2 Loans for all purposes under the Credit Agreement. The aggregate amount of the Incremental Term Loans made under this Amendment shall be $165,000,000. The Borrower shall use the proceeds of the Incremental Term Loans as set forth in any event the recitals to this Amendment. (b) Without limiting the generality of the foregoing and except as set forth in this Amendment, the Incremental Term Loans shall: (i) constitute Obligations and have a maturity date earlier than all of the latest Maturity Date benefits thereof, (including any extension optionii) have terms, rights, remedies, privileges and protections identical to those applicable to Initial Term Loans under the Credit Agreement and each of any then existing Facilitythe other Credit Documents and (iii) be secured by the Liens granted to the Collateral Agent for the benefit of the Guaranteed Creditors under the Security Agreement.

Incremental Term Loans. Incremental Term Loan Facilities (a) Subject to the terms and Incremental Term Loans may be made hereunder conditions set forth herein and pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”Section 2.01(a) of this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerCredit Agreement, each Incremental Term Loan Lender Lenders severally agrees to make, on the Refinancing Amendment Effective Date, term loans (including any new Lender becoming a party to this Agreement as an collectively, the “Incremental Term Loan LenderLoans”) with respect in Dollars to the Borrower in an amount equal to the commitment amount set forth next to such Incremental Term Loan Facility Lender’s name in Schedule 1B hereto under the caption “Incremental Term Commitment” (the “Incremental Term Commitment”) on the terms set forth in this Amendment immediately after giving effect to the Refinancing Amendment, including the amendments contemplated by Section 1 above, and the Administrative Agentrefinancing of the Existing Term Loans as contemplated hereby. Notwithstanding anything The Incremental Term Lender’s Incremental Term Commitment shall terminate on the Refinancing Amendment Effective Date (immediately after giving effect to the contrary in Section 11.01, the Borrowing of Incremental Term Loan Facility Amendment mayLoans on such date). Incremental Term Loans borrowed under this Section 3 and subsequently repaid or prepaid may not be reborrowed. (b) The Incremental Term Loans shall (i) have the terms set forth in the Credit Agreement, without (ii) taken together with the consent Refinancing Term Loans, comprise a single class of any other LendersTerm Loans under the Credit Agreement referred to therein as “2018 Term Loans”, effect such amendments to this having identical terms as set forth herein and therein, and (iii) will for all purposes of the Credit Agreement and the other Loan Documents as may be necessary or appropriateconstitute “2018 Term Loans”, in “Term Loans” and “Loans”. (c) Without limiting Section 3(b) above, immediately after giving effect to the reasonable opinion Refinancing Amendment and the refinancing of the Administrative AgentExisting Term Loans as contemplated hereby, to effectuate (i) the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will shall be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender deemed an increase in the applicable Incremental aggregate principal amount of the Refinancing Term Loan Facility Amendment Loans, (ii) the terms and conditions set forth in Section 2.13 of the Credit Agreement shall be deemed waived with respect to such Incremental Term Loan Facility and, if the terms incurrence of such Incremental Term Loan Facility and the related Incremental Term Loans and (other than final maturityiii) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to incurrence of the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will shall not reduce any available capacity under the Fixed Incremental Amount. (d) The initial Interest Period in any event have a maturity date earlier than respect of the latest Maturity Incremental Term Loans shall commence on the Refinancing Amendment Effective Date (including any extension option) of any then existing Facilityand shall end on October 22, 2018.

Incremental Term Loans. Incremental Term Loan Facilities (a) Subject to the terms and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) conditions of this Agreement and, as appropriate, Fourth Amendment and the other Loan Documents, executed by the BorrowerCredit Agreement, each Incremental Term Loan Lender severally agrees, to make Incremental Term Loans (including any new Lender becoming the “2019 Incremental Term Loans”) by delivering to the Administrative Agent immediately available funds for the account of the Borrowers on the Fourth Amendment Effective Date in a party principal amount equal to this Agreement as an the amount set forth opposite such Incremental Term Loan Lender) with respect to such ’s name in Schedule A annexed hereto (the “Incremental Term Loan Facility and Commitments”). Once borrowed, amounts repaid in respect of the Administrative Agent2019 Incremental Term Loans may not be reborrowed. Notwithstanding anything The Incremental Term Loan Commitments hereunder will terminate in full upon the making of the 2019 Incremental Term Loans referred to herein. (b) The 2019 Incremental Term Loans shall be borrowed in full on the contrary in Section 11.01Fourth Amendment Effective Date, at which time the Incremental Term Loan Facility Commitments shall be automatically terminated in full. (c) This Fourth Amendment may, without shall constitute (i) the consent notice required pursuant to Section 2.14 of any other Lenders, effect such amendments to this the Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion (ii) an Incremental Commitment Amendment for purposes of Section 2.14 of the Administrative Agent, to effectuate Credit Agreement. (d) The proceeds of the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related 2019 Incremental Term Loans (other than final maturitytogether with cash on hand) are not shall be used (i) to make the 2019 Incremental Term Loan Closing Date Dividend and (ii) to pay fees and expenses incurred in connection with the 2019 Incremental Term Loans, the 2019 Incremental Term Loan Closing Date Dividend and each of the foregoing. (e) The 2019 Incremental Term Loans shall be additional Term Loans of the same tranche as (and be an increase to, and fungible with) the Term Loans in existence under the Existing Credit Agreement on the Fourth Amendment Effective Date (the “Existing Term Loans”) and shall be “Term Loans” for all purposes of the Loan Documents (and, for the avoidance of doubt, shall commence amortizing on December 31, 2019 and shall amortize in equal quarterly payments equal to $151,515.15). Accordingly, (i) the 2019 Incremental Term Loans shall constitute Obligations of the Borrowers, (ii) the 2019 Incremental Term Loans shall be secured and guaranteed on a pari passu basis with the Existing Term Loans and (iii) except to the extent otherwise set forth herein, the terms and conditions applicable to the 2019 Incremental Term Loans shall be the same as any then existing Term Facility, such the terms shall be reasonably acceptable and conditions applicable to the Administrative Agent Existing Term Loans. (f) From and each Incremental Term Loan Lenderafter the Fourth Amendment Effective Date, but such in no event shall the Net Cash Proceeds of the 2019 Incremental Term Loans will not constitute Unrestricted Cash and Cash Equivalents in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing Facilitycalculating and/or determining Consolidated Funded Indebtedness.

Incremental Term Loans. Each Incremental U.S. Term Lender agrees, severally and not jointly, to make, on the Effective Date, an Incremental U.S. Term Loan Facilities to the U.S. Borrowers in Dollars and Incremental Term Loans may be made hereunder pursuant in a principal amount not to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, exceed the other Loan Documents, executed by the Borrower, each Incremental Term Loan Lender (including any new Lender becoming a party to this Agreement as an Incremental Term Loan Lender) with respect amount set forth next to such Incremental U.S. Term Lender’s name on Schedule I (the “Incremental U.S. Term Loan Facility Commitments”). From and after the Administrative Agent. Notwithstanding anything to making of the contrary in Section 11.01Incremental U.S. Term Loans on the Effective Date, the Incremental Term Loan Facility Amendment may, without provisions of the consent of any other Lenders, effect such amendments to this Fourth Amended and Restated Credit Agreement and the other Loan Documents as may be necessary or appropriateapplicable to U.S. Term Loans shall apply to the Incremental U.S. Term Loans. (a) Each Incremental European Term Lender agrees, severally and not jointly, to make, on the Effective Date, an Incremental European Term Loan to the European Borrowers in Euros and in a principal amount not to exceed the reasonable opinion amount set forth next to such Incremental European Term Lender’s name on Schedule I (the “Incremental European Term Loan Commitments” and, together with the Incremental U.S. Term Loan Commitments, the “ Incremental Term Loan Commitments”). From and after the making of the Administrative AgentIncremental European Term Loans on the Effective Date, to effectuate the provisions of this Section 2.15. Each the Fourth Amended and Restated Credit Agreement and the other Loan Agreements applicable to European Term Loans shall apply to the Incremental European Term Loans. (b) The Incremental Term Loan Facility and Commitments of each Incremental Term Lender shall automatically terminate upon the related making of the Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility andLender on the Effective Date. (c) Unless the context shall otherwise require, if (i) the terms of such Incremental U.S. Term Loans shall constitute “U.S. Term Loans”, “Incremental Term Loan Facility Loans”, “Term Loans” and “Loans”, (ii) the Incremental European Term Loans shall constitute “European Term Loans”, “Incremental Term Loans”, “Term Loans” and “Loans”, (iii) the Incremental U.S. Term Lenders shall constitute “U.S. Term Lenders”, “Incremental Term Lenders” and “Lenders”, (iv) the Incremental European Term Lenders shall constitute “European Term Lenders”, “Incremental Term Lenders” and “Lenders”, in each case for all purposes of the Fourth Amended and Restated Credit Agreement and the related other Loan Documents, (v) the Incremental U.S. Term Loans shall mature on the U.S. Term Loan Maturity Date and (vi) the Incremental European Term Loans shall mature on the European Term Loan Maturity Date. (d) The proceeds of the Incremental Term Loans (other than final maturity) are not to be used solely for the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each purposes set forth in Recital B of this Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing FacilityAssumption Agreement.

Incremental Term Loans. Incremental Term Loan Facilities (a) Subject to the terms and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowerconditions set forth herein, each Incremental Term Loan Lender (including any new Lender becoming a party agrees, severally and not jointly, to this Agreement as an make Incremental Term Loan Lender) with respect Loans in Dollars to the Borrower on the Third Amendment Effective Date in a principal amount equal to the amount set forth opposite the name of such Incremental Term Loan Facility and Lender on Schedule I hereto. Amounts paid or prepaid in respect of the Administrative AgentIncremental Term Loans may not be reborrowed. [[5207641]] (b) The terms of the Incremental Term Loans shall be as set forth in the Amended Credit Agreement. Notwithstanding anything to the contrary in Section 11.01the Credit Agreement, the Incremental Term Loans shall initially be Eurodollar Rate Loans that have an Interest Period equal to the remaining duration of the Interest Period then applicable to the Term Loans outstanding on the Third Amendment Effective Date, and thereafter may be converted or continued as set forth in Section 2.10 of the Amended Credit Agreement. (c) On the Third Amendment Effective Date, each Lender shall, promptly after the satisfaction of the conditions set forth in Section 3 hereof, make available to the Administrative Agent at its address referred to in Section 11.11 of the Amended Credit Agreement, in immediately available funds, such Lender’s Pro Rata Share of the Borrowing of the Incremental Term Loans requested in the Borrowing Notice referred to in Section 3(f), and upon receipt thereof the Administrative Agent shall make the same available, in immediately available funds, to the Borrower. The parties hereto agree that the provisions of Sections 2.2(a), 2.2(b) and 3.2 of the Credit Agreement and, to the extent not consistent with this Amendment, the provisions of Section 2.19 of the Credit Agreement shall not apply to the making of the Incremental Term Loans. (d) The Incremental Term Loan Facility Commitments shall automatically terminate on the earlier of (i) the making of the Incremental Term Loans on the Third Amendment mayEffective Date and (ii) 5:00 p.m., without New York City time, on June 28, 2019. (e) Pursuant to Section 2.19 of the consent Credit Agreement and the definition of “Term Loans” in the Credit Agreement, the Incremental Term Loans shall be Term Loans for all purposes under the Credit Agreement and each other Loan Document. Without limiting the generality of the foregoing, (i) the Incremental Term Loans (A) shall constitute Obligations and have all of the benefits thereof and (B) shall be secured by the Liens granted to the Administrative Agent for the benefit of the Secured Parties under the Credit Agreement or any other LendersLoan Document, effect such amendments and (ii) each Incremental Term Loan Lender shall have all of the rights, remedies, privileges and protections applicable to this the Lenders under the Credit Agreement and the other Loan Documents as may be necessary or appropriateDocuments. For the avoidance of doubt, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be are being incurred in reliance on such terms clause (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension optionc) of any then existing Facilitythe definition of “Incremental Cap” under the Amended Credit Agreement.

Incremental Term Loans. The Borrower and one or more of the Lenders may, with the consent of the Administrative Agent, at any one time during the period from and including the Effective Date to but excluding the Revolving Credit Commitment Termination Date agree that such Lenders shall become Incremental Term Loan Facilities Lenders by executing and Incremental Term Loans may be made hereunder pursuant delivering to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Term Loan Lender (including any new Lender becoming a party to this Agreement as Administrative Agent an Incremental Term Loan Lender) with respect to such Activation Notice specifying the respective Incremental Term Loan Facility and Commitments of the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01Incremental Term Loan Lenders, the Incremental Term Loan Facility Amendment mayActivation Date, without the consent Incremental Term Loan Commitment Termination Date, the rate of any other Lenderscommitment fee, effect such amendments if any, payable by the Borrower in respect of the Incremental Term Loan Commitments, the Applicable Margin for Incremental Term Loans and, subject to this Agreement Section 3.01(c) hereof, the Incremental Term Loan Principal Payment Dates and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion amounts of the Administrative Agentinstallments of principal of the Incremental Term Loans payable thereon, to effectuate the provisions of this Section 2.15and otherwise duly completed. Each Incremental Term Loan Facility Lender severally agrees, on the terms and the related Incremental Term Loans will be on such terms (including as conditions of this Agreement, to amortization and maturity) as are agreed make one or more term loans to by the Borrower in Dollars during the period from and each including the Incremental Term Loan Lender in Activation Date to but excluding the applicable Incremental Term Loan Facility Amendment with respect Commitment Termination Date in an aggregate principal amount up to such but not exceeding the amount of the Incremental Term Loan Facility and, if the terms Commitment of such Incremental Term Loan Facility Lender as in effect from time to time. Thereafter, subject to the terms and conditions of this Agreement, the related Borrower may Convert Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such of one Type into Incremental Term Loans will not of another Type (as provided in any event have a maturity date earlier than Section 2.09 hereof) or Continue Incremental Term Loans of one Type as Incremental Term Loans of the latest Maturity Date same Type (including any extension option) of any then existing Facilityas provided in Section 2.09 hereof).

Incremental Term Loans. (a) Subject to the terms and conditions set forth herein, each Lender agrees, severally and not jointly, to make an Incremental Term Loan Facilities and to the Term Borrower on the Amendment Effective Date in a principal amount not to exceed its Incremental Term Commitment. Amounts repaid in respect of Incremental Term Loans may not be made hereunder pursuant to a supplementreborrowed. Except as provided herein, an amendment or an amendment and restatement (an “the terms of the Incremental Term Loan Facility Amendment”) Loans shall be identical to those of the Term Loans outstanding immediately prior to the effectiveness of this Agreement andAmendment (the “Existing Term Loans”). (b) It is the intent of the parties that all Incremental Term Loans made on the Amendment Effective Date be included in each Borrowing of the Existing Term Loans on a pro rata basis. In furtherance of the foregoing, as appropriate, each of the other Loan Documents, executed by the Borrower, parties hereto agrees that a portion of each Incremental Term Loan Lender (including any new Lender becoming shall be allocated to each outstanding Eurodollar Borrowing of Existing Term Loans on a party to this Agreement as an Incremental Term Loan Lender) with respect pro rata basis and that the interest rate applicable to such Incremental Term Loan Facility and for the remainder of the existing Interest Period applicable to such Borrowing shall equal the Adjusted LIBO Rate for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative AgentAgent two Business Days before the Amendment Effective Date) plus the Applicable Rate. (c) The funding of the Incremental Term Loans to be made hereunder shall be made in the manner contemplated by Section 2.05 of the Credit Agreement. Notwithstanding anything to the contrary in Section 11.01Unless previously terminated, the Incremental Term Loan Facility Commitments shall terminate at 5:00 p.m., New York City time, on the Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing FacilityEffective Date.

Incremental Term Loans. Incremental Term Loan Facilities (a) On the terms and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Term Loan Lender (including any new Lender becoming a party to this Agreement as an Incremental Term Loan Lender) with respect to such Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything subject to the contrary in Section 11.01conditions set forth herein, the Incremental Term Loan Facility Lender hereby agrees to make Incremental Term Loans to the Borrowers on the Second Amendment mayClosing Date in an aggregate principal amount set forth opposite its name under the heading “Incremental Term Commitment” on Schedule II hereto (each, without an “Incremental Term Commitment” and collectively, the consent “Incremental Term Commitments”). It is understood and agreed that, once funded, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of any other Lendersoutstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), effect such amendments to so that each Term Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Second Amendment Closing Date. Unless previously terminated, the Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the Second Amendment Closing Date. Amounts borrowed under this Section 3(a) and repaid or prepaid may not be reborrowed. (b) The Incremental Term Loans shall be an “Incremental Facility” for all purposes of the Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15Documents. Each Incremental Term Loan Facility and the related The Incremental Term Loans will be on such shall have the same terms (including as to amortization applicable to, and maturity) as are agreed to by shall constitute, “Loans”, “Initial Term Loans”, “Term Loans” and “Additional Term Loans” under the Borrower Credit Agreement. From and each after the Second Amendment Closing Date, the Incremental Term Loan Lender in shall constitute an “Initial Term Lender”, a “Term Lender”, an “Additional Lender” and a “Lender” for all purposes of the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility Credit Agreement and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing FacilityDocuments.

Incremental Term Loans. A. Subject to the terms and conditions of this Amendment and the Credit Agreement, each 2020 Incremental Lender severally agrees to make an Incremental Term Loan Facilities (collectively, the “2020 Incremental Term Loans”) by delivering immediately available funds to the Administrative Borrower on the First Amendment Effective Date (as defined below) in a principal amount equal to the amount set forth opposite such 2020 Incremental Lender’s name on Schedule A attached hereto (the “2020 Incremental Term Loan Commitments”) and the existing Schedule 1.01(a) to the Credit Agreement shall be deemed to be amended to include the information set forth on Schedule A attached hereto. The 2020 Incremental Term Loan Commitments of each 2020 Incremental Lender hereunder will terminate upon the making in full by such 2020 Incremental Lender of the 2020 Incremental Term Loans referred to herein. Once borrowed, amounts repaid in respect of the 2020 Incremental Term Loans may not be made hereunder reborrowed. B. With respect to the 2020 Incremental Term Loans, this Amendment shall constitute the notice required pursuant to a supplementSection 2.01(c)(i) of the Credit Agreement and an incremental amendment for purposes of Section 2.01(c)(vi) of the Credit Agreement, an amendment or an amendment and restatement (an “the 2020 Incremental Term Loan Facility Amendment”Loans shall be deemed to be incurred pursuant to clause (B) of this Section 2.01(c)(ii) of the Credit Agreement andnotwithstanding that, as appropriateof the First Amendment Effective Date, (x) the LQA Recurring Revenue Net Leverage Ratio may exceed the Recurring Revenue Incremental Leverage Ratio on a Pro Forma Basis and (y) the Administrative Borrower may not have delivered the notice contemplated by the provisions of Section 2.01(c)(iii)(B) of the Credit Agreement. In reliance upon the representations, warranties and covenants of the Borrowers and each other Credit Party contained in this Amendment, and subject to the effectiveness and the terms and conditions of this Amendment, the other Loan Documents, executed Consenting Lenders hereby consent to the incurrence of the 2020 Incremental Term Loans in reliance on clause (B) of Section 2.01(c)(ii) of the Credit Agreement and waive the requirements that (x) the LQA Recurring Revenue Net Leverage Ratio does not exceed the Recurring Revenue Incremental Leverage Ratio on a Pro Forma Basis solely for such incurrence and (y) the Administrative Borrower deliver the notice contemplated by the Borrower, each provisions of Section 2.01(c)(iii)(B) of the Credit Agreement. C. After the funding of the 2020 Incremental Term Loan Lender (including any new Lender becoming a party to this Agreement as an Loans, the 2020 Incremental Term Loan Lender) with respect to such Loans shall be added as a new tranche of Term Loans under the Amended Credit Agreement and the 2020 Incremental Term Loan Facility and Loans shall constitute a separate Tranche of Term Loans apart from the Administrative AgentInitial Term Loans. Notwithstanding anything any provision to the contrary herein or in the Credit Agreement, except as set forth herein (including the amendments set forth in Section 11.01III hereof), the terms of the 2020 Incremental Term Loans shall be the same as the terms of the Initial Term Loans. Upon the First Amendment Effective Date, each 2020 Incremental Lender shall be a Lender, for all purposes of the Amended Credit Agreement, with an outstanding Term Loan Facility under the Amended Credit Agreement. Following the First Amendment mayEffective Date and the funding of the 2020 Incremental Term Loans, without each reference to “Term Loans” in the consent of any other Credit Documents shall be a reference to the Initial Term Loans and the 2020 Incremental Term Loans, and each reference to “Lenders” in the Credit Documents shall include the 2020 Incremental Lenders, effect such amendments to this in each case, unless the context shall require otherwise, and the 2020 Incremental Lenders shall have the rights and obligations of a “Lender” under the Amended Credit Agreement and the other Loan Documents Credit Documents. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary or appropriateto ensure that all such 2020 Incremental Term Loans, in when made, are Term Loans for all purposes under the reasonable opinion of Credit Documents, and the Administrative Agent, Agent is authorized to effectuate xxxx the provisions of this Section 2.15. Each Incremental Term Loan Facility Register accordingly to reflect the amendments and the related adjustments set forth herein. D. The 2020 Incremental Term Loans will shall be made as a single Eurodollar Term Loan, with an initial Interest Period that commences on the First Amendment Effective Date and ends on the last day of the Interest Period applicable to the Initial Term Loans. During such terms initial Interest Period, the interest rate (including as i.e., Applicable Margin plus the relevant Eurodollar Rate) applicable to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related 2020 Incremental Term Loans shall be the same interest rate (other than final maturityi.e., Applicable Margin plus the relevant Eurodollar Rate) are not applicable for the Initial Term Loans (after giving effect to the amendments contemplated by this Amendment). E. The proceeds of the 2020 Incremental Term Loans shall be used (a) to fund the consideration payable in order to consummate the Certica Transactions on the First Amendment Effective Date, (b) to refinance certain existing debt of Certica Holdings Corp., a Delaware corporation (“Certica”), and its subsidiaries, (c) to pay fees and expenses incurred in connection with the Certica Transactions and (d) for the purposes set forth in Section 9.12(d) of the Amended Credit Agreement. F. The 2020 Incremental Term Loans shall be repaid in accordance with Section 2.05(b) of the Amended Credit Agreement and shall otherwise be the same as any then existing the Initial Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing FacilityLoans.

Incremental Term Loans. (a) Subject to the terms and conditions of this Amendment and the Credit Agreement, each 2021 Incremental Term Loan Facilities and Lender severally agrees to make an incremental Term Loan (collectively, the “2021 Incremental Term Loans”) in immediately available funds denominated in U.S. dollars to the Borrower on the Second Amendment Closing Date (as defined below) in a principal amount not to exceed the amount set forth opposite such 2021 Incremental Term Loan Lender’s name in Schedule A attached hereto. The 2021 Incremental Term Loan Commitments hereunder will terminate in full upon the making of the 2021 Incremental Term Loans referred to herein. Once borrowed, amounts repaid in respect of the 2021 Incremental Term Loans may not be made hereunder pursuant to a supplement, an amendment or an amendment and restatement reborrowed. (an “Incremental Term Loan Facility Amendment”b) Upon the occurrence of this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerSecond Amendment Closing Date, each 2021 Incremental Term Loan Lender (including any new Lender becoming shall be a party Lender, for all purposes of the Amended Credit Agreement, with an outstanding Term Loan. Following the Second Amendment Closing Date and the funding of the 2021 Incremental Term Loans, each reference to this Agreement as an “Term Loans” in the Loan Documents shall include the 2021 Incremental Term Loans, and each reference to “Lenders” in the Loan Documents shall include the 2021 Incremental Term Loan Lender) with respect to such Lenders, in each case, unless the context shall require otherwise, and the 2021 Incremental Term Loan Facility Lenders shall have the rights and obligations of a “Lender” under the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01, the Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Amended Credit Agreement and the other Loan Documents Documents. Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary or appropriateto ensure that all such 2021 Incremental Term Loans, in when originally made, are Term Loans for all purposes under the reasonable opinion Loan Documents, and the Administrative Agent is authorized to mark the Register accordingly to reflect the amendments and adjustments set forth herein. For the avoidance of doubt, upon the funding of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related 2021 Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in Second Amendment Closing Date, the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related 2021 Incremental Term Loans and the Term Loans made on the Closing Date shall form a single Class of Term Loans for all purposes under the Amended Credit Agreement. (other than final maturityc) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such The 2021 Incremental Term Loans will not shall be made as a single Eurodollar Term Loan, with an initial Interest Period that commences on the Second Amendment Closing Date and ends on the last date of the Interest Period applicable to the then-outstanding Term Loans as of the Second Amendment Closing Date. During such initial Interest Period, the interest rate (i.e., Applicable Margin plus the relevant Eurodollar Rate) applicable to the 2021 Incremental Term Loans shall be the same interest rate (i.e., Applicable Margin plus the relevant Eurodollar Rate) applicable for the initial Term Loans under the Credit Agreement (after giving effect to the amendments contemplated by this Amendment). (d) The proceeds of the 2021 Incremental Term Loans shall be used only by BRF Finance Co LLC and BRF Investments LLC solely for the purpose of making Investments permitted under the Credit Agreement. (e) The 2021 Incremental Term Loans shall be repaid in any event have a maturity date earlier than the latest Maturity Date (including any extension optionaccordance with Section 2.07(a)(ii) of any then existing Facilitythe Amended Credit Agreement and shall have such terms as set forth in the Amended Credit Agreement.

Incremental Term Loans. The Borrower may, by written notice to the Administrative Agent on up to six (6) occasions during the period from the Restatement Effective Date to the date that is 30 days prior to the Maturity Date, enter into one or more tranches of incremental term loans (each an “Incremental Term Loan”) in an amount not to exceed the aggregate amount of $165,000,000 (and not less than $25,000,000 (and increments of $2,500,000 in excess thereof) in respect of any individual tranche of Incremental Term Loans) one or more additional Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans in their own discretion. 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 Term Loans. If Lenders are willing to provide such Incremental Term Loans, the Incremental Term Loans may be made with the consent of only the Borrower, the Administrative Agent, and each new or existing Lender providing such Incremental Term Loan Facilities so long as the aggregate outstanding principal amount of all Loans does not exceed $400,000,000 less any voluntary reductions after the Restatement Effective Date pursuant to Section 2.05. Nothing in this Section 2.03 shall constitute or be deemed to constitute an agreement by any Lender to provide Incremental Term Loans. Such Incremental Term Loans shall be evidenced by the execution and delivery of an Amendment Regarding Incremental Term Loans in the form of Exhibit I attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such Incremental Term Loan, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. The Borrower agrees to pay all fees associated with any Incremental Term Loans including any amounts due under Section 3.05 in connection with any reallocation of Eurodollar Borrowings. Notwithstanding the foregoing, no Incremental Term Loan shall become effective under this Section 2.03 unless (i) on the date of such effectiveness, (x) the Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request (it being understood and agreed that the forms of certificates, documents and opinion letters delivered pursuant to Section 5.01(a)(ii) through (vi) shall be acceptable) and (y)(A) the conditions set forth in Section 5.02(a) and (b) shall be satisfied and (B) after giving effect to the Incremental Term Loans to be made on such date, the Total Outstandings shall not exceed the Borrowing Base and, in each case, the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower, which certificate can be incorporated into and constitute a part of an Amendment Regarding Incremental Term Loans executed by the Borrower pursuant to this Section 2.03, and (ii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 8.14 after giving effect to the Incremental Term Loans to be made on such date and the application of the proceeds therefrom as if made and applied on such date. The Incremental Term Loans (i) shall rank pari passu in right of payment with the Loans, (ii) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (iii) shall be treated substantially the same as (and in any event no more favorably than) the Loans; provided that the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date. Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the other Loan Parties, each Incremental Term Loan Lender (including any new Lender becoming a party to this Agreement as an Incremental Term Loan Lenderparticipating in such tranche (if any), each existing Lender participating in such tranche (if any) with respect to such Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01, the The Incremental Term Loan Facility Amendment may, without the consent of any other LendersLenders (except as expressly required pursuant to Section 11.01), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate effect the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing Facility2.03.

Incremental Term Loans. This Section 3 is an Incremental Term Loan Facilities Amendment as referred to in the Amended Credit Agreement, and each Borrower and each of the Incremental Term Loans may be made hereunder pursuant Loan Lenders with respect to a supplement, an amendment or an amendment and restatement (an “the 2022 Incremental Term Loan Facility Amendment(each a “2022 Incremental Term Loan Lender”) identified on the signature pages hereto hereby agrees as follows: (a) Pursuant to Section 2.25(b) of this the Amended Credit Agreement, there is hereby established under the Amended Credit Agreement and, as appropriate, a new Class of Incremental Term Loan Commitments (each a “2022 Incremental Term Loan Commitment”) to make Incremental Term Loan Advances to RLP (the other “2022 Incremental Term Loan Documents, executed Advances”) under the 2022 Incremental Term Loan Facility to be made by the Borrower, 2022 Incremental Term Loan Lenders. The amount of the 2022 Incremental Term Loan Commitment of each 2022 Incremental Term Loan Lender (including any new is set forth opposite such 2022 Incremental Term Loan Lender’s name on Schedule I hereto. Subject to the terms and conditions set forth in Section 4 below, and in Section 2.25(b) of the Amended Credit Agreement, each 2022 Incremental Term Loan Lender becoming a party hereto severally agrees to this Agreement as make an Incremental Term Loan Lender) Advance with respect to such the 2022 Incremental Term Loan Facility and to RLP in Dollars in one advance on the 2022 Increased Amount Date referred to below in the amount of such Lender’s 2022 Incremental Term Loan Commitment. The aggregate amount of the 2022 Incremental Term Loan Commitments is TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) as of the 2022 Increased Amount Date. (b) To request the Borrowing of 2022 Incremental Term Loan Advances under this Section 3, RLP shall submit a Notice of Borrowing to the Administrative Agent. Notwithstanding anything Agent not later than (x) 12:00 Noon (New York City time) on the third U.S. Government Securities Business Day prior to the contrary 2022 Increased Amount Date in the case of a Borrowing to be comprised of Term SOFR Rate Advances, (y) 12:00 Noon (New York City time) on the first U.S. Government Securities Business Day prior to the 2022 Increased Amount Date in the case of a Borrowing to be comprised of Daily Simple SOFR Rate Advances or (z) 12:00 Noon (New York City time) on the 2022 Increased Amount Date in the case of a Borrowing to be comprised of Alternate Base Rate Advances, subject to the same requirements of a Notice of Borrowing for Revolving Credit Advances and Term Loan Advances as provided in Section 11.01, 2.02 of the Amended Credit Agreement. (c) The closing date for the 2022 Incremental Term Loan Facility Amendment mayis December 14, without 2022 (the consent “2022 Increased Amount Date”). (d) The Maturity Date for the 2022 Incremental Term Loan Advances is December 14, 2027. (e) The proceeds of any other Lendersthe 2022 Incremental Term Loan Advances shall be used for general corporate purposes, effect such amendments including, if applicable, to this Agreement finance acquisitions and the other Loan Documents as may be necessary or appropriaterefinance existing Debt (including, in the reasonable opinion each case, fees and expenses in connection therewith). (f) The 2022 Incremental Term Loan Advances shall constitute obligations of RLP and shall be guaranteed with all Term Loan Advances on a pari passu basis. (g) Each of the Administrative Agent, 2022 Incremental Term Loan Lenders party hereto and RLP hereby agrees that (x) the 2022 Incremental Term Loan Advances shall not be subject to effectuate scheduled amortization and (y) the provisions of this Section 2.15. Each Applicable Margins for the 2022 Incremental Term Loan Facility and shall be equal to the related Incremental Term Loans will be on such terms (including applicable percentage set forth below corresponding to the Leverage Ratio then in effect as set forth below. For purposes of determining the Applicable Margin with respect to amortization and maturity) as are agreed to by the Borrower and each 2022 Incremental Term Loan Lender Advances: (i) The Applicable Margin shall be set at Level II until the Administrative Agent’s receipt of the Compliance Certificate for the measurement period ending December 31, 2022 (unless any prior financial statements demonstrate that a higher Pricing Level should have been applicable during such period, in which case such higher Pricing Level shall be deemed to be applicable during such period). (ii) The Applicable Margin shall be recomputed as of the end of each fiscal quarter ending on and after the measurement period ending on December 31, 2022 based on the Leverage Ratio as of such quarter end. Any increase or decrease in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms Applicable Margin computed as of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms a quarter end shall be reasonably acceptable effective no later than five (5) Business Days following the date on which the certificate evidencing such computation is due to be delivered under Section 5.01(k)(iii) of the Amended Credit Agreement. If a certificate is not delivered when due in accordance with such Section 5.01(k)(iii) of the Amended Credit Agreement then the rates in Level IV shall apply as of the first Business Day after the date on which such certificate was required to have been delivered and shall remain in effect until the date on which such certificate is delivered. (iii) If, as a result of any restatement of or other adjustment to the financial statements of Rayonier or for any other reason, Rayonier or the Lenders determine that (i) the Leverage Ratio as calculated by Rayonier as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and each Incremental Term Loan without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than as the latest Maturity Date (including any extension option) case may be, under Section 2.3 or Section 2.23 of any then existing Facilitythe Amended Credit Agreement.

Incremental Term Loans. Incremental Term Loan Facilities (a) Subject to and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment upon the terms and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowerconditions set forth herein, each Incremental Term Loan Lender party hereto severally agrees to make, on the Amendment No. 2 Closing Date (including any new Lender becoming a party as defined below) after giving effect to this Agreement as an the Replacement Term Loans, term loans (collectively, the “Incremental Term Loan LenderLoans”) with respect in Dollars to the Borrower in an amount equal to the commitment amount set forth next to such Incremental Term Loan Facility and Lender’s name in Schedule 1 hereto under the Administrative Agentcaption “Incremental Term Commitment” (the “Incremental Term Commitment”) on the terms set forth in this Agreement. Notwithstanding anything The Incremental Term Lenders’ several Incremental Term Commitments shall terminate on the Amendment No. 2 Closing Date (immediately after giving effect to the contrary in Borrowing of Incremental Term Loans on such date). Incremental Term Loans borrowed under this Section 11.01, 3 and subsequently repaid or prepaid may not be reborrowed. The Borrower shall utilize the proceeds of the Incremental Term Loan Facility Loans made on the Amendment mayNo. 2 Closing Date to (i) finance certain acquisitions permitted under the Credit Agreement, without (ii) pay interest, fees and expenses in connection with the consent of any other Lenders, effect such amendments foregoing and (iii) for general corporate purposes. (b) If the Borrower requests to this Agreement and have the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by Eurodollar Rate Loans, the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Lender party hereto hereby consents to an Interest Period for the Incremental Term Loans will not beginning on the Amendment No. 2 Closing Date and ending on the last day of the Interest Period then in any event have a maturity date earlier than effect with respect to the latest Maturity Date (including any extension option) of any then existing FacilityInitial Term Loans.

Incremental Term Loans. (a) On the Incremental Term Loan Facilities and Effective Date, the Borrowers will borrow Incremental Term Loans may be made hereunder pursuant equal to a supplement, an amendment or an amendment and restatement (an “the full amount of Incremental Term Loan Facility Amendment”Commitments (defined below) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Term Loan Lender (including any new Lender becoming a party to this Agreement as an Incremental Term Loan Lender) with respect to such Incremental Term Loan Facility . Effective on and the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01, at all times after the Incremental Term Loan Facility Amendment mayEffective Date, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not constitute Term Loans and will be construed as the same Class of Term Loans outstanding prior to the Incremental Effective Date. After giving effect to the borrowing of the Incremental Term Loans, as of the Incremental Effective Date there will be $407,500,000 aggregate principal amount of Term Loans outstanding. (b) Each Incremental Term Lender agrees that (i) effective on and at all times after the Incremental Effective Date, such Incremental Term Lender will be bound by all obligations of a Lender under the Credit Agreement in any event have respect of its Incremental Term Commitment and (ii) on the Incremental Effective Date, subject to the satisfaction or waiver of the conditions set forth in Section 3 of this Amendment, each Incremental Term Lender will fund the Incremental Term Loans in the amount of such Incremental Term Lender’s Incremental Term Commitment. On the Incremental Effective Date, each Incremental Term Lender will become a maturity Lender for all purposes of the Credit Agreement. (c) The end date earlier than of the latest Maturity Date (including any extension option) of any then existing FacilityInterest Period for the Incremental Term Loans shall be the same as that for the Term Loans in effect under the Credit Agreement whose Interest Period expires on June 30, 2014.

Incremental Term Loans. (a) On the terms and subject to the conditions set forth herein, on the Incremental Term Loan Facilities and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerClosing Date, each Incremental Term Loan Lender (including any new Lender becoming a party hereby agrees, severally and not jointly, to this Agreement as an make Incremental Term Loan Lender) Loans to the Borrower in an aggregate principal amount set forth opposite its name on Schedule I hereto (it being agreed that the Incremental Term Loans made on the Incremental Facility Closing Date shall be funded at 99.0% of the principal amount thereof and, notwithstanding such discount, all calculations hereunder with respect to such Incremental Term Loans, including the accrual of interest and repayment or prepayment of principal shall be based on 100% of the stated principal amount thereof). It is understood and agreed that on the Incremental Facility Closing Date, the Incremental Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Term Loan Lender will participate proportionately in each then outstanding Term Borrowing. Interest will begin accruing on the Incremental Term Loans on the Incremental Facility Closing Date. (b) The Incremental Term Loans to be made pursuant to Section 3(a) hereof shall have the same terms (including, for purposes of Section 2.23(b) of the Credit Agreement, the same “effective yield”) applicable to, and shall be, Senior Lien Term Loans under the Administrative AgentCredit Agreement. Notwithstanding anything to From and after the contrary in Section 11.01Incremental Facility Closing Date, the Incremental Term Loan Facility Amendment mayLenders shall constitute “Lenders” and the Incremental Term Loans shall constitute “Term Loans”, without in each case for all purposes of the consent of any other Lenders, effect such amendments to this Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion Documents. (c) The proceeds of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms used to pay (including as directly or indirectly through HP&P) the consideration to amortization consummate the Acquisition to the Seller and maturity) as are agreed to by pay fees and expenses incurred in connection with the Borrower Acquisition and each the incurrence of the Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing FacilityLoans.

Incremental Term Loans. (a) Pursuant to Section 2.21 of the Existing Credit Agreement, (i) the U.S. Borrower confirms and agrees that (i) it has requested Incremental Term Loan Facilities Commitments in the aggregate principal amount of $375,000,000 from the Incremental Term A-1 Lenders and (ii) on the Effective Date, the U.S. Borrower will borrow the full amount of Incremental Term A-1 Loans from the Incremental Term A-1 Lenders. (b) Each Incremental Term A-1 Lender agrees that (i) effective on and at all times after the Effective Date (as defined herein), such Incremental Term A-1 Lender will be bound by all obligations of a Lender under the Amended Credit Agreement and (ii) on the Effective Date, such Incremental Term A-1 Lender will fund an Incremental Term A-1 Loan, in Dollars, in the amount set forth opposite its name on Schedule 1 hereof. Each of the parties hereto hereby agrees that the Incremental Term A-1 Commitments will terminate immediately following the funding of the Incremental Term A-1 Loans. (c) Each of the parties hereto hereby agrees that the Incremental Term A-1 Commitments and any Incremental Term A-1 Loans made pursuant thereto constitute Incremental Term Commitments and Incremental Term Loans may be made hereunder Loans, respectively, pursuant to a supplementSection 2.21 of the Existing Credit Agreement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of that this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Term Loan Lender (including any new Lender becoming a party Amendment shall be deemed to this Agreement as be an Incremental Term Loan Lender) with respect to such Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01, the Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect Agreement effecting such amendments to this the Existing Credit Agreement and the other Loan Documents as may be necessary or appropriate, appropriate in the reasonable opinion of the Administrative Agent, Agent to effectuate give effect to the provisions of this Section 2.15. Each 2.21 of the Existing Credit Agreement in connection with such Incremental Term Loan Facility and Commitments. (d) In accordance with Section 2.21 of the related Existing Credit Agreement, the Incremental Term A-1 Loans will will, upon funding, (1) constitute Term Loans for all purposes of the Amended Credit Agreement and (2) be on such treated as a new Series of Term Loans under the Amended Credit Agreement. Except as set forth in this Amendment, the terms (including as to amortization and maturity) as are agreed to by of the Borrower and each Incremental Term Loan Lender in A-1 Loans shall be identical to those of the applicable Term Loans existing immediately prior to the Effective Date. (e) The maturity date for the Incremental Term A-1 Loans shall be August 7, 2022 (the “Incremental Term A-1 Loan Facility Amendment Maturity Date”). No amortization payments shall be required with respect to such the Incremental Term Loan Facility andA-1 Loans. To the extent not previously paid, if the terms of such all Incremental Term Loan Facility A-1 Loans shall be due and payable on the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term A-1 Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing FacilityDate.

Incremental Term Loans. (a) Pursuant to Section 2.21 of the Credit Agreement, (i) the U.S. Borrower confirms and agrees that (i) it has requested Incremental Term Loan Facilities Commitments in the aggregate principal amount of $75,000,000 from the Incremental Term A Lenders and (ii) on the Effective Date, the U.S. Borrower will borrow the full amount of Incremental Term A Loans from the Incremental Term A Lenders. (b) Each Incremental Term A Lender agrees that (i) effective on and at all times after the Effective Date, such Incremental Term A Lender will be bound by all obligations of a Lender under the Credit Agreement and (ii) on the Effective Date, such Incremental Term A Lender will fund Incremental Term A Loans in the amount set forth opposite its name on Schedule 2 hereof. Each of the parties hereto hereby agrees that the Incremental Term A Commitments and any Loans made pursuant thereto constitute Incremental Term Commitments and Incremental Term Loans may be made hereunder Loans, respectively, pursuant to a supplementSection 2.21 of the Existing Credit Agreement, an amendment or an amendment and restatement that this Amendment (an “Incremental Term Loan Facility Amendment”) including, for the avoidance of this Agreement and, as appropriatedoubt, the other Loan Documents, executed by the Borrower, each Incremental Term Loan Lender (including any new Lender becoming a party Amended Credit Agreement) shall be deemed to this Agreement as be an Incremental Term Loan Lender) with respect to such Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01, the Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect Agreement effecting such amendments to this the Existing Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, appropriate to effectuate give effect to the provisions of this Section 2.15. Each 2.21 of the Existing Credit Agreement in connection with such Incremental Term Loan Facility and Commitment. (c) In accordance with Section 2.21, the related Incremental Term A Loans will will, upon funding, (1) constitute Term Loans for all purposes of the Credit Agreement, (2) be on such treated as a single fungible Class with the Initial Term Loans outstanding immediately prior to the Effective Date and (3) have terms and conditions identical to those of the Initial Term Loans outstanding immediately prior to the Effective Date (including as to amortization including, but not limited to, terms and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment conditions with respect to such maturity date, amortization, prepayment (including the application of any mandatory prepayments), fees and pricing, but excluding upfront fees). (d) The Borrowers shall use the proceeds of the Incremental Term Loan Facility andA Loans to repay outstanding Revolving Loans, if to pay fees and expenses in connection with the terms of such Incremental Term Loan Facility transactions contemplated by this Amendment, and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing Facilityfor general corporate purposes.

Incremental Term Loans. A. Each Incremental Term Lender hereby agrees, severally and not jointly, to make, on the Fourth Restatement Effective Date and after giving effect to the Amendment and Restatement, an Incremental Term Loan Facilities and to Company in a principal amount not to exceed the amount set forth next to such Incremental Term Lender’s name on Schedule 1 hereto. Incremental Term Loans repaid or prepaid may not be reborrowed. B. Except as otherwise provided herein, the making of the Incremental Term Loans shall be subject to the terms and conditions set forth in the Restated Credit Agreement (including subsection 2.1 thereof); provided that, notwithstanding anything to the contrary in subsection 2.1C, all Incremental Term Loans shall be made hereunder by Incremental Term Lenders ratably in accordance with the amounts set forth next to their names on Schedule 1 hereto. C. The terms of the Incremental Term Loans (including as to the final maturity thereof) shall be identical to those of the Term Loans outstanding immediately prior to the Fourth Restatement Effective Date (as such terms are modified on the Fourth Restatement Effective Date pursuant to a supplementthis Agreement), an amendment or an amendment and restatement (an “the Incremental Term Loan Facility Amendment”) Loans shall constitute additional “Term Loans” and be a part of this a single Class with such outstanding Term Loans for all purposes of the Restated Credit Agreement and, as appropriate, and the other Loan Documents, executed by . D. Company shall use the Borrower, each proceeds of the Incremental Term Loan Lender Loans solely to (a) redeem the Senior Subordinated Notes (and on the Fourth Restatement Effective Date the Company shall irrevocably deposit the proceeds of the Incremental Term Loans with the trustee under the Senior Subordinated Note Indenture for the purpose of redeeming the Senior Subordinated Notes in accordance with the Fourth Restatement Effective Date Notice of Redemption (as defined below)) and (b) pay fees and expenses in connection therewith. E. Each of Administrative Agent, Amendment Requisite Lenders, Incremental Term Lenders and Company consents to the Transactions and each hereby acknowledges and agrees that, notwithstanding anything to the contrary set forth in the Existing Credit Agreement (including any new Lender becoming a party subsection 2.1A(iii) thereof), on and as of the Fourth Restatement Effective Date, subject to this Agreement as an the terms and conditions set forth herein and in the Restated Credit Agreement, Company shall be permitted to incur the Incremental Term Loan Lender) with respect to such Incremental Term Loan Facility and the Administrative Agent. Loans hereunder. F. Notwithstanding anything to the contrary in Section 11.01the Existing Credit Agreement or the Restated Credit Agreement (including subsection 2.2B thereof and the definition of the term “Interest Period”), the Incremental Term Loan Facility Amendment mayLoans shall be, without on the consent of any other LendersFourth Restatement Effective Date, effect such amendments allocated ratably to this Agreement and the other Loan Documents as may be necessary or appropriate, in then outstanding Interest Periods applicable to the reasonable opinion of Term Loans outstanding immediately prior to the Administrative AgentFourth Restatement Effective Date (and, to effectuate the provisions extent any of this Section 2.15. Each Incremental such outstanding Term Loan Facility and Loans are Base Rate Loans, allocated ratably as Base Rate Loans), with the related initial Interest Periods for such Incremental Term Loans will allocated as Eurodollar Rate Loans to be the periods commencing on such terms (including as to amortization and maturityincluding) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms date of borrowing of such Incremental Term Loan Facility Loans and ending on (and including) the related Incremental last day of the Interest Periods then applicable to such outstanding Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing FacilityLoans.

Incremental Term Loans. (a) Subject to and upon the terms and conditions set forth herein, each New Incremental Term Lender party hereto severally agrees to make, on the Incremental Facility Closing Date (as defined below), a single term loan (each, a “2011 Incremental Term Loan”) in dollars to the Parent Borrower in an amount equal to the commitment amount set forth next to such New Incremental Term Lender’s name in Schedule 1 hereto under the caption “2011 Incremental Term Loan Facilities Commitment”; provided that the 2011 Incremental Term Loans shall constitute the same Class of Term Loans under the Credit Agreement as the Term Loans made prior to the date hereof; provided, further, that on the Incremental Facility Closing Date (as defined below) the Parent Borrower shall pay an upfront fee to the Administrative Agent for the account of each New Incremental Term Lender equal to 0.30% of the aggregate principal amount of the commitments in respect of the 2011 Incremental Term Loans held by such New Incremental Term Lender as of the Incremental Facility Closing Date. The 2011 Incremental Term Loans shall be “Loans”, “USD Term Loans”, “Term Loans” and “Incremental Term Loans” for all purposes of the Credit Agreement and the other Loan Documents. The 2011 Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment repaid or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Term Loan Lender (including any new Lender becoming a party to this Agreement as an Incremental Term Loan Lender) prepaid in accordance with respect to such Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01, the Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of the Credit Agreement and this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan LenderAgreement, but such Incremental Term Loans will once repaid or prepaid may not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing Facilitybe reborrowed.

Incremental Term Loans. (a) Subject to the occurrence of the First Incremental Term Loan Facilities and Amendment Effective Date, each Incremental Lender hereby agrees to make 2023 Incremental Term Loans may be made hereunder pursuant to a supplement, the Borrower on the First Incremental Amendment Effective Date in an amendment or an amendment and restatement (an aggregate principal amount set forth opposite its name under the column entitled “2023 Incremental Term Loan Facility Loans” in Schedule 1 attached hereto in accordance with the relevant requirements of the Credit Agreement and this First Incremental Amendment. (b) Except as otherwise expressly set forth herein, the 2023 Incremental Term Loans shall have terms that are identical to those of Term Loans existing immediately prior to the First Incremental Amendment Effective Date (the “Effective Date Term Loans”) of this Agreement after giving effect to the Amended Credit Agreement, including, without limitation, with respect to the maturity date, weighted average life, interest rate margins, amortization (as amended hereby), commitment reductions and prepayments, and, after giving effect to this First Incremental Amendment, the 2023 Incremental Term Loans shall be considered the same Class of Loans as appropriate, the Effective Date Term Loans and shall be considered “Term Loans” under the Amended Credit Agreement and the other Loan Documents, executed by . The 2023 Incremental Term Loans shall be fungible for U.S. federal income tax purposes with the BorrowerEffective Date Term Loans. The Borrower shall pay any fees or other amounts payable to or for the account of the Incremental Lender at the times and in the manner set forth in the Credit Agreement. (c) By entering into this First Incremental Amendment, each Incremental Term Loan Lender hereby: (including any new i) represents and warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this First Incremental Amendment and to consummate the transactions contemplated hereby and to become a Lender becoming a party under the Amended Credit Agreement; (ii) represents and warrants that it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required to this Agreement as an be satisfied by it in order to make the 2023 Incremental Term Loan Loans and become a Lender; (iii) represents and warrants that from and after the First Incremental Amendment Effective Date, it shall be subject to and bound by the terms thereof and the Amended Credit Agreement, and shall perform all the obligations of and shall have all rights of a Lender thereunder; (iv) represents and warrants that it has received a copy of the Amended Credit Agreement, together with respect copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Incremental Amendment and to make the 2023 Incremental Term Loan Facility Loans on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01, the First Incremental Term Loan Facility Amendment may, without the consent of Lead Arranger or any other LendersLender; (v) agrees that it will, effect independently and without reliance upon the Administrative Agent, any Lender or the First Incremental Amendment Lead Arranger and based on such amendments documents and information as it shall deem appropriate at the time, continue to this make its own credit decisions in taking or not taking action under the Loan Documents; (vi) appoints and authorizes 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 as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) acknowledges and each agrees that, to the extent not already a Lender under the Credit Agreement, on the First Incremental Term Amendment Effective Date it shall become a “Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan LenderDocuments, but such and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. (d) JPMorgan Chase Bank, N.A. shall be the sole bookrunner and the sole lead arranger in connection with this First Incremental Term Loans will not in any event have a maturity date earlier than Amendment (the latest Maturity Date (including any extension option) of any then existing Facility“First Incremental Lead Arranger”).

Incremental Term Loans. Incremental Term Loan Facilities and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”a) of this Agreement and, as appropriate, Each party hereto agrees that the other Loan Documents, executed by the Borrower, each Incremental Term Loan Lender (including any new shall be considered a Lender becoming a party to this Agreement as an for all purposes under the Credit Documents. The Incremental Term Loan Lender) with respect Lender agrees to such be bound by the terms of the Credit Documents and to make Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything Loans to the contrary Borrower in Section 11.01, the Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments an aggregate amount not to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15exceed $165,000,000. Each Incremental Term Loan Facility and the related The Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender an increase in the applicable Incremental Term Loan Facility Amendment with respect B-2 Loans (to such Incremental be redesignated as the Term Loan Facility and, if B-2-A Loans as set forth herein) outstanding prior to the terms of such Incremental date hereof (the “Existing Term Loan Facility Loans”) and the related Incremental Existing Term Loans (other than final maturity) are not and the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not collectively comprise a single Tranche of Term B-2 Loans. The Incremental Term Loans shall have terms and provisions identical to the Existing Term Loans and will constitute Term Loans and Term B-2 Loans for all purposes under the Credit Agreement. The aggregate amount of the Incremental Term Loans made under this Amendment shall be $165,000,000. The Borrower shall use the proceeds of the Incremental Term Loans as set forth in any event the recitals to this Amendment. (b) Without limiting the generality of the foregoing and except as set forth in this Amendment, the Incremental Term Loans shall: (i) constitute Obligations and have a maturity date earlier than all of the latest Maturity Date benefits thereof, (including any extension optionii) have terms, rights, remedies, privileges and protections identical to those applicable to Initial Term Loans under the Credit Agreement and each of any then existing Facilitythe other Credit Documents and (iii) be secured by the Liens granted to the Collateral Agent for the benefit of the Guaranteed Creditors under the Security Agreement.

Incremental Term Loans. (a) Subject to the terms and conditions set forth herein, each of the 2021 Incremental Term Loan Facilities and Lenders severally, but not jointly, agrees to make 2021 Incremental Term Loans may to the Borrowers on the Second Amendment Effective Date in the aggregate principal amount equal to such 2021 Incremental Term Loan Lender’s 2021 Incremental Term Loan Commitment, which shall be made hereunder available to the Administrative Agent in immediately available funds in accordance with the Amended Credit Agreement. It is understood and agreed that the 2021 Incremental Term Loans being made pursuant to a supplement, an amendment or an amendment this Amendment and restatement (an the Amended Credit Agreement shall constitute “Incremental Term Loan Facility Amendment”Loans” as defined in, and pursuant to, Section 2.16(b) of this Agreement and, as appropriate, the other Credit Agreement. The 2021 Incremental Term Loan Documents, executed by the Borrower, each Commitment of any 2021 Incremental Term Loan Lender (including any new Lender becoming a party to this Agreement as an will be the amount set forth opposite such 2021 Incremental Term Loan Lender’s name on Schedule I attached hereto. (b) with respect to such Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01, the Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related The 2021 Incremental Term Loans shall constitute a new tranche and Class of term loans under the Credit Agreement in accordance with Sections 2.16 and will not be on such treated as being fungible with the 2018 Refinancing Term Loans for U.S. federal income tax purposes. Except as set forth herein and in the Amended Credit Agreement, the 2021 Incremental Term Loans shall have terms and provisions identical to those applicable to the 2018 Refinancing Term Loans outstanding immediately prior to the date hereof and will constitute “Term Loans” and “Loans” for all purposes of the Credit Agreement. (including as c) The Lead Borrower hereby consents to amortization and maturity) as are agreed to the assignment by the Borrower and each initial 2021 Incremental Term Loan Lender that funds the 2021 Incremental Term Loans on the Second Amendment Effective Date of all or a portion of its 2021 Incremental Term Loans to any bank, financial institution or other investor (other than a Disqualified Institution) identified by the Administrative Agent in writing to the Lead Borrower on or prior to the date hereof (and in the applicable amounts so indicated in such writing) and as to which the Lead Borrower has indicated its consent. (d) The Borrower shall use the proceeds of the 2021 Incremental Term Loans to (1) effect the Arkema Acquisition and (2) pay fees, expenses and transaction costs in connection with the Arkema Acquisition and the incurrence of the 2021 Incremental Term Loans and other Indebtedness incurred to effect the Arkema Acquisition. (e) Upon the occurrence of the Second Amendment Effective Date, each 2021 Incremental Term Loan Facility Amendment Lender shall have the rights and obligations of a Lender under the Credit Agreement and under all other applicable Loan Documents. (f) Each of Holdings, each Borrower and each other Loan Party acknowledges and agrees that (i) the Borrowers shall be liable for all Obligations with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related all 2021 Incremental Term Loans made to the Borrowers pursuant to this Amendment and the Amended Credit Agreement and (other than final maturityii) are not the same as any then existing Term Facility, all such terms Obligations shall constitute Guaranteed Obligations and shall be reasonably acceptable entitled to the Administrative Agent benefits of the Collateral Documents and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing FacilityGuaranty.

Incremental Term Loans. This Section 3 is an Incremental Term Loan Facilities Amendment as referred to in the Credit Agreement, and each Borrower and each of the Incremental Term Loans may be made hereunder pursuant Loan Lenders with respect to a supplement, an amendment or an amendment and restatement (an “the 2021 Incremental Term Loan Facility Amendment(each a “2021 Incremental Term Loan Lender”) identified on the signature pages hereto hereby agrees, subject to the terms and conditions set forth in Section 4 below, and in Section 2.25(b) of this Agreement andthe Credit Agreement, as appropriatefollows: (a) Pursuant to Section 2.25(b) of the Credit Agreement, there is hereby established under the other Credit Agreement a new Class of Incremental Term Loan Documents, executed Commitments (each a “2021 Incremental Term Loan Commitment”) to make Incremental Term Loan Advances to RLP (the “2021 Incremental Term Loan Advances”) under the 2021 Incremental Term Loan Facility to be made by the Borrower, 2021 Incremental Term Loan Lenders. The amount of the 2021 Incremental Term Loan Commitment of each 2021 Incremental Term Loan Lender (including any new is set forth opposite such 2021 Incremental Term Loan Lender’s name on Schedule I hereto. Each 2021 Incremental Term Loan Lender becoming a party hereto severally agrees to this Agreement as make an Incremental Term Loan Lender) Advance with respect to such the 2021 Incremental Term Loan Facility and to RLP in Dollars in one advance on or before June 1, 2022 (the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01, the date on which such 2021 Incremental Term Loan Facility Amendment mayis funded, without the consent of any other Lenders, effect such amendments to this Agreement and the other “2021 Incremental Term Loan Documents as may be necessary or appropriate, Funding Date”) in the reasonable opinion amount of such Lender’s 2021 Incremental Term Loan Commitment. The aggregate amount of the 2021 Incremental Term Loan Commitments is TWO HUNDRED MILLION DOLLARS ($200,000,000) as of the 2021 Increased Amount Date. (b) To request the Borrowing of 2021 Incremental Term Loan Advances under this Section 3, RLP shall submit a Notice of Borrowing to the Administrative Agent not later than (x) 12:00 Noon (New York City time) on the third Business Day prior to the 2021 CHAR1\1795764v6 Incremental Term Loan Funding Date in the case of a Borrowing to be comprised of Eurodollar Rate Advances or (y) 12:00 Noon (New York City time) on the 2021 Incremental Term Loan Funding Date in the case of a Borrowing to be comprised of Alternate Base Rate Advances, subject to the same requirements of a Notice of Borrowing for Revolving Credit Advances and Term Loan Advances as provided in Section 2.02 of the Credit Agreement. RLP shall also have the right, from time to time, upon at least three Business Days’ notice to the Administrative Agent, to effectuate terminate in whole or permanently reduce ratably in part the provisions unused portions of this Section 2.15. Each the respective 2021 Incremental Term Loan Commitment of the 2021 Incremental Term Loan Lenders, provided that each partial reduction shall be in the aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (c) The closing date for the 2021 Incremental Term Loan Facility and is June 1, 2021 (the related “2021 Increased Amount Date”). (d) The Maturity Date for the 2021 Incremental Term Loans will Loan Advances is June 1, 2029. (e) The proceeds of the 2021 Incremental Term Loan Advances shall be on such terms used for general corporate purposes, including, if applicable, to refinance existing Debt (including fees and expenses in connection therewith). (f) The 2021 Incremental Term Loan Advances (when funded) shall constitute obligations of RLP and shall be guaranteed with all Term Loan Advances on a pari passu basis. (g) Each of the 2021 Incremental Term Loan Lenders party hereto and RLP hereby agrees that (x) the 2021 Incremental Term Loan Advances shall not be subject to scheduled amortization, (y) the Applicable Margins for the 2021 Incremental Term Loan Advances shall be equal to the applicable percentage set forth below corresponding to the Leverage Ratio then in effect as set forth below, and (z) subject to amortization Section 2.22(a)(iii) of the Credit Agreement (which shall be deemed to apply, mutatis mutandis, to the 2021 Incremental Term Loan Unused Commitment Fee and maturity) as are agreed this clause (z)), RLP shall pay to by the Borrower and Administrative Agent for the ratable account of each 2021 Incremental Term Loan Lender in an unused commitment fee (the applicable “2021 Incremental Term Loan Unused Commitment Fee”) on such Lender’s portion of the 2021 Incremental Term Loan Commitment from the 2021 Increased Amount Date until the earlier of (i) the 2021 Incremental Term Loan Funding Date and (ii) the date on which the commitments under the 2021 Incremental Term Loan Facility Amendment are terminated in full or reduced to zero at a rate per annum set forth below corresponding to the Leverage Ratio then in effect as set forth below, payable in arrears quarterly on the first Business Day of each April, July, October and January, commencing on July 1, 2021, and on the 2021 Incremental Term Loan Funding Date or any earlier date of termination of the 2021 Incremental Term Loan Commitments or reduction of the 2021 Incremental Term Loan Commitments to zero. All 2021 Incremental Term Loan Unused Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). CHAR1\1795764v6 For purposes of determining the Applicable Margin with respect to such the 2021 Incremental Term Loan Facility andAdvances: (i) The Applicable Margin shall be set at Level II until receipt of the Compliance Certificate for the measurement period ending June 30, if 2021 (unless any prior financial statements demonstrate that a higher Pricing Level should have been applicable during such period, in which case such higher Pricing Level shall be deemed to be applicable during such period). (ii) The Applicable Margin shall be recomputed as of the terms end of each fiscal quarter ending on and after the measurement period ending on June 30, 2021 based on the Leverage Ratio as of such Incremental Term Loan Facility and quarter end. Any increase or decrease in the related Incremental Term Loans (other than final maturity) are not the same Applicable Margin computed as any then existing Term Facility, such terms of a quarter end shall be reasonably acceptable effective no later than five (5) Business Days following the date on which the certificate evidencing such computation is due to be delivered under 5.01(k)(iii) of the Credit Agreement. If a certificate is not delivered when due in accordance with such Section 5.01(k)(iii) of the Credit Agreement then the rates in Level IV shall apply as of the first Business Day after the date on which such certificate was required to have been delivered and shall remain in effect until the date on which such certificate is delivered. (iii) If, as a result of any restatement of or other adjustment to the financial statements of Rayonier or for any other reason, Rayonier or the Lenders determine that (i) the Leverage Ratio as calculated by Rayonier as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and each Incremental Term Loan without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than as the latest Maturity Date (including any extension option) case may be, under Section 2.3 or Section 2.23 of any then existing Facility.the Credit Agreement. CHAR1\1795764v6

Incremental Term Loans. (a) Pursuant to Section 2.16 of the Credit Agreement, each 2021 Incremental Term Lender, severally and not jointly (i) shall on the Third Amendment Effective Date, have a 2021 Incremental Term Loan Facilities Commitment that is equal to the amount set forth next to its name on the 2021 Incremental Term Loan Schedule and (ii) agrees, upon the satisfaction of the conditions in Section 7 of this Third Amendment, to make 2021 Incremental Term Loans may be made hereunder pursuant to, and in the amount requested by, the Borrower on the Third Amendment Funding Date in a principal amount not to a supplement, an amendment or an amendment and restatement (an “exceed its respective 2021 Incremental Term Loan Facility Amendment”) of Commitment, in accordance with this Agreement andThird Amendment and the Credit Agreement; provided, as appropriate, the other Loan Documents, executed by the Borrower, each that any 2021 Incremental Term Loan Lender (including may be funded by any new Lender becoming a party to this Agreement as an Affiliate of such 2021 Incremental Term Loan Lender) with respect to such Incremental Term Loan Facility and Lender that is an Eligible Assignee under the Administrative AgentCredit Agreement. Notwithstanding anything to the contrary in Section 11.01, the Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion The borrowing of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related 2021 Incremental Term Loans will be on subject solely to the satisfaction of the conditions precedent set forth in Section 7 hereof. (b) The full amount (or such terms (including as to amortization and maturity) as are agreed to lesser amount requested by the Borrower and each Borrower) of the 2021 Incremental Term Loan Lender Loans shall be borrowed by the Borrower, at the election of the Borrower, in a single drawing on the applicable Third Amendment Funding Date and amounts paid or prepaid in respect of the 2021 Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Loans may not be reborrowed. The 2021 Incremental Term Loans (other than final maturityi) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable added to, and thereafter constitute a part of, the existing Class of Initial Term Loans and (ii) shall have terms that are identical (including with respect to interest rates (including Applicable Rates and any interest rate floors), amortization, assignments, voting, voluntary prepayment terms and mandatory prepayment terms) to the terms applicable to the Initial Term Loans outstanding on the date hereof, as set forth in the Credit Agreement. In accordance with Section 2.09(a) of the Existing Credit Agreement, the 2021 Incremental Term Loans and the Initial Term Loans outstanding on the date hereof shall, as of the Third Amendment Funding Date, be subject to the scheduled amortization set forth in Section 3(a)(v) hereto with the remaining outstanding principal amount due and payable in full on the Maturity Date for the existing Class of Initial Term Loans (which shall also be the Maturity Date for the 2021 Incremental Term Loans). Notwithstanding anything herein to the contrary, the initial Interest Period for the 2021 Incremental Term Loans will be coterminous with the then-existing Interest Period applicable to the Initial Term Loans (and if there are multiple then-existing Interest Periods, the 2021 Incremental Term Loans shall be allocated on a pro rata basis to each such Interest Period). (c) The 2021 Incremental Term Lenders, the Administrative Agent and each the Loan Parties party hereto agree that this Third Amendment shall constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.16 of the Credit Agreement. (d) Immediately upon the incurrence of the 2021 Incremental Term Loan LenderLoans on the Third Amendment Funding Date, but such (i) the 2021 Incremental Term Loans shall constitute a single Class of Term Loans with the Initial Term Loans and shall be part of the Initial Term Loans, (ii) subject to any amendments to the terms hereof in accordance with Section 9(a), the 2021 Incremental Term Loans shall be assigned the same CUSIP as the Initial Term Loans, (iii) the 2021 Incremental Term Loans will not in any event have a maturity date earlier than mature on the latest Maturity Date applicable to the Initial Term Loans made on the Closing Date and (including iv) the 2021 Incremental Term Loans shall constitute “Initial Term Loans” for all purposes under, and subject to the provisions of, the Loan Documents. (e) The 2021 Incremental Term Loan Commitment of each 2021 Incremental Term Lender shall automatically terminate upon the funding of any extension optionportion of the 2021 Incremental Term Loans on the Third Amendment Funding Date. (f) The 2021 Incremental Term Loans will be used, together with cash on hand of the Borrower and any Revolving Loans borrowed on the Third Amendment Funding Date, (i) to fund the Acquisition and finance the related transactions as contemplated by the Acquisition Agreement, (ii) to finance the repayment of third-party credit facilities that constitute Borrowed Indebtedness (as defined in the Acquisition Agreement) of any then existing Facilitythe Target (and termination of commitments thereunder and release of guarantees, liens and security interests thereto) (the “Refinancing”) and (iii) to pay fees, costs and expenses related hereto and thereto. (g) The Borrower agrees to pay to each 2021 Incremental Term Lender on the Third Amendment Funding Date, as fee compensation for the funding of such 2021 Incremental Term Lender’s 2021 Incremental Term Loans, a closing fee (the “Third Amendment Closing Fee”) in an amount as shall have been separately agreed upon in writing between the Borrower and the Third Amendment Lead Arranger. Such Third Amendment Closing Fee will be in all respects fully earned, due and payable on the Third Amendment Funding Date and non-refundable and non-creditable thereafter and such Third Amendment Closing Fee shall be netted against the 2021 Incremental Term Loans (and, at the discretion of the Third Amendment Lead Arranger, shall take the form of OID) made by such 2021 Incremental Term Lender.

Incremental Term Loans. Incremental Term Loan Facilities (a) Subject to the terms and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) conditions of this Agreement and, as appropriate, Fifth Amendment and the other Loan Documents, executed by the BorrowerCredit Agreement, each Incremental Term Loan Lender severally agrees, to make Incremental Term Loans (including any new Lender becoming the “2021 Incremental Term Loans”) by delivering to the Administrative Agent immediately available funds for the account of the Borrowers on the Fifth Amendment Effective Date in a party principal amount equal to this Agreement as an the amount set forth opposite such Incremental Term Loan Lender) with respect to such ’s name in Schedule A annexed hereto (the “Incremental Term Loan Facility and Commitments”). Once borrowed, amounts repaid in respect of the Administrative Agent2021 Incremental Term Loans may not be reborrowed. Notwithstanding anything The Incremental Term Loan Commitments hereunder will terminate in full upon the making of the 2021 Incremental Term Loans referred to herein. (b) The 2021 Incremental Term Loans shall be borrowed in full on the contrary in Section 11.01Fifth Amendment Effective Date, at which time the Incremental Term Loan Facility Commitments shall be automatically terminated in full. (c) This Fifth Amendment may, without shall constitute (i) the consent notice required pursuant to Section 2.14 of any other Lenders, effect such amendments to this the Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion (ii) an Incremental Commitment Amendment for purposes of Section 2.14 of the Administrative Agent, to effectuate Credit Agreement. (d) The proceeds of the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related 2021 Incremental Term Loans (other than final maturitytogether with cash on hand) are not shall be used to (i) consummate the Acquisition, (ii) effectuate the Payoff, (iii) pay fees and expenses incurred in connection with the 2021 Incremental Term Loans, the Acquisition and the Payoff and (iv) for general corporate purposes. (e) The 2021 Incremental Term Loans shall be additional Term Loans of the same tranche as (and be an increase to, and fungible with) the Term Loans in existence under the Existing Credit Agreement on the Fifth Amendment Effective Date (the “Existing Term Loans”) and shall be “Term Loans” for all purposes of the Loan Documents (and, for the avoidance of doubt, shall commence amortizing on March 31, 2021 and shall amortize in equal quarterly payments equal to $255,754.48). Accordingly, (i) the 2021 Incremental Term Loans shall constitute Obligations of the Borrowers, (ii) the 2021 Incremental Term Loans shall be secured and guaranteed on a pari passu basis with the Existing Term Loans and (iii) except to the extent otherwise set forth herein, the terms and conditions applicable to the 2021 Incremental Term Loans shall be the same as any then existing Term Facility, such the terms shall be reasonably acceptable and conditions applicable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Existing Term Loans will not (after giving effect to any amendments and modifications set forth in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing Facilitythis Fifth Amendment).

Incremental Term Loans. Each party hereto agrees as follows: (a) the Incremental Term Loan Facilities Lender shall be considered an Incremental Term Lender for all purposes under the Loan Documents on and from the Amendment No. 1 Effective Date (as defined below); (b) on the Amendment No. 1 Effective Date, the Incremental Term Loan Lender agrees to be bound by the terms of the Loan Documents and to make Incremental Term Loans may to the Borrower in an aggregate amount not to exceed $150,000,000; (c) the Incremental Term Loans shall have terms identical to the Existing Term Loans (including as to maturity) and will constitute Initial Term Loans for all purposes under the Credit Agreement, and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Class of Term Loans; (d) the aggregate amount of the Incremental Term Loans made under this Amendment shall be $150,000,000, which shall be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “by the Incremental Term Loan Facility Lender to the Borrower with an initial Interest Period that commences on the Amendment No. 1 Effective Date and ends on the last day of the Interest Period applicable to the Existing Term Loans (and the Adjusted LIBO Rate applicable to the Incremental Term Loans shall be the same rate applicable to the Existing Term Loans as of the Amendment No. 1 Effective Date); (e) the Borrower shall use the proceeds of the Incremental Term Loans as set forth in the recitals to this Amendment”; and (f) the parties shall treat the Incremental Term Loans as being fungible with the Existing Term Loans for U.S. federal income tax purposes. Without limiting the generality of the foregoing and except as set forth in this Amendment, the Incremental Term Loans shall (i) constitute Obligations and have all of the benefits thereof, (ii) have terms, rights, remedies, privileges and protections identical to those applicable to Existing Term Loans under the Credit Agreement and, as appropriate, and each of the other Loan Documents, executed by and the Borrower, each Incremental Term Loan Lender shall be afforded all such rights, remedies, privileges and protections (including any new Lender becoming a party to this Agreement as an Incremental Term Loan Lender) with respect to such Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01including, without limitation, the Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement MFN Protection) and the other Loan Documents as may (iii) be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to secured by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable Liens granted to the Administrative Agent and each Incremental Term Loan Lender, but such for the benefit of the Secured Parties under the Security Documents. The Administrative Agent acknowledges that the Borrower has provided adequate notice to the Administrative Agent of its request to incur the Incremental Term Loans will not on the date hereof in any event have a maturity date earlier than accordance with Section 2.21 of the latest Maturity Date (including any extension option) of any then existing Facility.Credit Agreement. ​ ​

Incremental Term Loans. This Section 3 is an Incremental Term Loan Facilities Amendment as referred to in the Credit Agreement, and each Borrower and each of the Incremental Term Loans may be made hereunder pursuant Loan Lenders with respect to a supplement, an amendment or an amendment and restatement (an “the 2020 Incremental Term Loan Facility Amendment(each a “2020 Incremental Term Loan Lender”) identified on the signature pages hereto hereby agrees as follows: (i) Pursuant to Section 2.25(b) of this the Credit Agreement, there is hereby established under the Credit Agreement and, as appropriate, a new Class of Incremental Term Loan Commitments (each a “2020 Incremental Term Loan Commitment”) to make Incremental Term Loan Advances to ROC (the other “2020 Incremental Term Loan Documents, executed Advances”) under the 2020 Incremental Term Loan Facility to be made by the Borrower, 2020 Incremental Term Loan Lenders. The amount of the 2020 Incremental Term Loan Commitment of each 2020 Incremental Term Loan Lender (including any new is set forth opposite such 2020 Incremental Term Loan Lender’s name on Schedule I hereto. Subject to the terms and conditions set forth in Section 4 below, and in Section 2.25(b) of the Credit Agreement, each 2020 Incremental Term Loan Lender becoming a party hereto severally agrees to this Agreement as make an Incremental Term Loan Advance with respect to the 2020 Incremental Term Loan Facility to ROC in Dollars in one advance on the 2020 Increased Amount Date referred to below in the amount of such Lender’s 2020 Incremental Term Loan Commitment. The aggregate amount of the 2020 Incremental Term Loan Commitments is Two Hundred Fifty Million DOLLARS ($250,000,000) as of the 2020 Increased Amount Date. (ii) To request the Borrowing of 2020 Incremental Term Loan Advances under this Section 3, ROC shall submit a Notice of Borrowing to the Administrative Agent not later than (x) 12:00 Noon (New York City time) on the third Business Day prior to the 2020 Increased Amount Date in the case of a Borrowing to be comprised of Eurodollar Rate Advances or (y) 12:00 Noon (New York City time) on the 2020 Increased Amount Date in the case of a Borrowing to be comprised of Alternate Base Rate Advances, subject to the same requirements of a Notice of Borrowing for Revolving Credit Advances and Term Loan Advances as provided in Section 2.02 of the Credit Agreement; provided that, in the case of the initial Advance of the 2020 Incremental Term Loan Advances to be made on the 2020 Increased Amount Date, the Interest Period with respect to such Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01, the Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms Advance shall be reasonably such period as is acceptable to the Administrative Agent and each in its sole discretion. (iii) The closing date for the 2020 Incremental Term Loan Facility is April 16, 2020 (the “2020 Increased Amount Date”). (iv) The Maturity Date for the 2020 Incremental Term Loan Advances is April 16, 2025. CHAR1\1720393v5 (v) The proceeds of the 2020 Incremental Term Loan Advances shall be used for general corporate purposes, including, if applicable, to finance the Xxxx Acquisition and refinance existing Debt (including, in each case, fees and expenses in connection therewith). (vi) The 2020 Incremental Term Loan Advances shall constitute obligations of ROC and shall be guaranteed with all Term Loan Advances on a pari passu basis. (vii) Each of the 2020 Incremental Term Loan Lenders party hereto and ROC hereby agrees that (x) the 2020 Incremental Term Loan Advances shall not be subject to scheduled amortization and (y) the Applicable Margins for the 2020 Incremental Term Loan Advances shall be equal to the applicable percentage set forth below corresponding to the Leverage Ratio then in effect as set forth below. 1. For purposes of determining the Applicable Margin with respect to the 2020 Incremental Term Loan Advances: (i) The Applicable Margin shall be set at Level II until receipt of the Compliance Certificate for the measurement period ending June 30, 2020 (unless any prior financial statements demonstrate that a higher Pricing Level should have been applicable during such period, in which case such higher Pricing Level shall be deemed to be applicable during such period). (ii) The Applicable Margin shall be recomputed as of the end of each fiscal quarter ending on and after the measurement period ending on June 30, 2020 based on the Leverage Ratio as of such quarter end. Any increase or decrease in the Applicable Margin computed as of a quarter end shall be effective no later than five (5) Business Days following the date on which the certificate evidencing such computation is due to be delivered under 5.01(k)(iii) of the Credit Agreement. If a certificate is not delivered when due in accordance with such Section 5.01(k)(iii) of the Credit Agreement then the rates in Level IV shall apply as of the first Business Day after the date on which such certificate was required to have been delivered and shall remain in effect until the date on which such certificate is delivered. CHAR1\1720393v5 (iii) If, as a result of any restatement of or other adjustment to the financial statements of Rayonier or for any other reason, Rayonier or the Lenders determine that (i) the Leverage Ratio as calculated by Rayonier as of any applicable date was inaccurate and (ii) a proper calculation of the Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than as the latest Maturity Date (including any extension option) case may be, under Section 2.3 or Section 2.23 of any then existing Facilitythe Credit Agreement.

Incremental Term Loans. Incremental Term Loan Facilities [[3901938]] (a) Subject to the terms and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowerconditions set forth herein, each Incremental Term Loan Lender (including any new Lender becoming a party agrees, severally and not jointly, to this Agreement as an make Incremental Term Loan Lender) with respect Loans in Dollars to the Borrower on the Second Amendment Effective Date in a principal amount equal to the amount set forth opposite the name of such Incremental Term Loan Facility and Lender on Schedule I hereto. Amounts paid or prepaid in respect of the Administrative AgentIncremental Term Loans may not be reborrowed. (b) The terms of the Incremental Term Loans shall be as set forth in the Amended Credit Agreement. Notwithstanding anything to the contrary in Section 11.01the Credit Agreement, the Incremental Term Loans shall initially be Eurodollar Rate Loans that have an Interest Period equal to the remaining duration of the Interest Period then applicable to the Term Loans outstanding on the Second Amendment Effective Date, and thereafter may be converted or continued as set forth in Section 2.10 of the Amended Credit Agreement. (c) On the Second Amendment Effective Date, each Lender shall, promptly after the satisfaction of the conditions set forth in Section 3 hereof, make available to the Administrative Agent at its address referred to in Section 11.11 of the Amended Credit Agreement, in immediately available funds, such Lender’s Pro Rata Share of the Borrowing of the Incremental Term Loans requested in the Borrowing Notice referred to in Section 3(f), and upon receipt thereof the Administrative Agent shall make the same available, in immediately available funds, to the Borrower. The parties hereto agree that the provisions of Sections 2.2(a), 2.2(b) and 3.2 of the Credit Agreement and, to the extent not consistent with this Amendment, the provisions of Section 2.19 of the Credit Agreement shall not apply to the making of the Incremental Term Loans. (d) The Incremental Term Loan Facility Commitments shall automatically terminate on the earlier of (i) the making of the Incremental Term Loans on the Second Amendment mayEffective Date and (ii) 5:00 p.m., without New York City time, on April 1, 2019. (e) Pursuant to Section 2.19 of the consent Credit Agreement and the definition of “Term Loans” in the Credit Agreement, the Incremental Term Loans shall be Term Loans for all purposes under the Credit Agreement and each other Loan Document. Without limiting the generality of the foregoing, (i) the Incremental Term Loans (A) shall constitute Obligations and have all of the benefits thereof and (B) shall be secured by the Liens granted to the Administrative Agent for the benefit of the Secured Parties under the Credit Agreement or any other LendersLoan Document, effect such amendments and (ii) each Incremental Term Loan Lender shall have all of the rights, remedies, privileges and protections applicable to this the Lenders under the Credit Agreement and the other Loan Documents as may be necessary or appropriateDocuments. For the avoidance of doubt, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be are being incurred in reliance on such terms clause (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension optionc) of any then existing Facilitythe definition of “Incremental Cap” under the Amended Credit Agreement.

Incremental Term Loans. Incremental Term Loan Facilities (a) Subject to the terms and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) conditions of this Agreement and, as appropriate, Second Amendment and the other Loan Documents, executed by the BorrowerCredit Agreement, each Incremental Term Loan Lender severally agrees, to make Incremental Term Loans (including any new Lender becoming the “2018 Incremental Term Loans”) by delivering to the Administrative Agent immediately available funds for the account of the Borrowers on the Second Amendment Effective Date in a party principal amount equal to this Agreement as an the amount set forth opposite such Incremental Term Loan Lender) with respect to such ’s name in Schedule A annexed hereto (the “Incremental Term Loan Facility and Commitments”). Once borrowed, amounts repaid in respect of the Administrative Agent2018 Incremental Term Loans may not be reborrowed. Notwithstanding anything The Incremental Term Loan Commitments hereunder will terminate in full upon the making of the 2018 Incremental Term Loans referred to herein. (b) The 2018 Incremental Term Loans shall be borrowed in full on the contrary in Section 11.01Second Amendment Effective Date, at which time the Incremental Term Loan Facility Commitments shall be automatically terminated in full. (c) This Second Amendment may, without shall constitute (i) the consent notice required pursuant to Section 2.14 of any other Lenders, effect such amendments to this the Credit Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion (ii) an Incremental Commitment Amendment for purposes of Section 2.14 of the Administrative Agent, to effectuate Credit Agreement. (d) The proceeds of the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related 2018 Incremental Term Loans will shall be on such terms used (including as i) to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender make a Restricted Payment in the applicable Incremental Term Loan Facility amount an amount not to exceed $26,800,000 on or about the Second Amendment Effective Date, (ii) to pay the Holdback Amount when due in accordance with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility the ML Acquisition Agreement and (iii) to pay fees and expenses incurred in connection with the related 2018 Incremental Term Loans and each of the foregoing. (other than final maturitye) are not The 2018 Incremental Term Loans shall be additional Term Loans of the same tranche as (and be an increase to, and fungible with) the Term Loans in existence under the Existing Credit Agreement on the Second Amendment Effective Date (the “Existing Term Loans”) and shall be “Term Loans” for all purposes of the Loan Documents (and, for the avoidance of doubt, shall commence amortizing on December 31, 2018 and shall amortize at the same percentage as the Existing Term Loans on the Second Amendment Effective Date). Accordingly, (i) the 2018 Incremental Term Loans shall constitute Obligations of the Borrowers, (ii) the 2018 Incremental Term Loans shall be secured and guaranteed on a pari passu basis with the Existing Term Loans and (iii) except to the extent otherwise set forth herein, the terms and conditions applicable to the 2018 Incremental Term Loans shall be the same as any then existing Term Facility, such the terms shall be reasonably acceptable and conditions applicable to the Administrative Agent Existing Term Loans. (f) From and each Incremental Term Loan Lenderafter the Second Amendment Effective Date, but such in no event shall the Net Cash Proceeds of the 2018 Incremental Term Loans will not constitute Unrestricted Cash and Cash Equivalents in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing Facilitycalculating and/or determining Consolidated Funded Indebtedness.

Incremental Term Loans. (a) Subject to the terms and conditions set forth herein and in the Existing Credit Agreement, each Incremental Term Lender agrees, severally and not jointly, to make an Incremental Term Loan Facilities and to the Borrower denominated in dollars in a single drawing on the Incremental Closing Date in the principal amount set forth opposite such Incremental Term Lender’s name on Schedule I hereto (the commitment of each Incremental Term Lender to make such Incremental Term Loan being called its “Incremental Term Commitment”). Amounts repaid in respect of Incremental Term Loans may not be reborrowed. (b) The terms of the Incremental Term Loans shall be identical to those of the Existing Term Loans outstanding immediately prior to the Incremental Closing Date. In furtherance of the foregoing, pursuant to Section 2.20 of the Existing Credit Agreement, and effective as of the Incremental Closing Date, for all purposes of the Loan Documents, (i) the Incremental Term Commitments shall constitute a Term Commitment Increase established, and the Incremental Term Loans made hereunder shall constitute an increase in the aggregate amount of the Existing Term Loans outstanding immediately prior to the Incremental Closing Date incurred, in accordance with Section 2.20 of the Existing Credit Agreement, (ii) the Incremental Term Commitments shall be “Commitments” under the Existing Credit Agreement, (iii) the Incremental Term Loans made pursuant to a supplement, an amendment or an amendment and restatement (an “the Incremental Term Loan Facility Amendment”Commitments shall be “Term Loans” under the Existing Credit Agreement and shall constitute Loans of the same Class as the Existing Term Loans outstanding immediately prior to the Incremental Closing Date, (iv) Borrowings of the Incremental Term Loans shall constitute “Term Borrowings” under the Existing Credit Agreement, including for purposes of repayments due in respect of Term Borrowings under Section 2.10 of the Existing Credit Agreement (and the amount of each scheduled amortization payment in respect of Term Borrowings pursuant to Section 2.10(a) of the Existing Credit Agreement shall be increased (commencing with the amortization payment due on the last day of March 2018) to be $2,997,685.93, subject to adjustment thereof pursuant to Section 2.10(c) of the Existing Credit Agreement), and (v) each Incremental Term Lender shall be a “Lender” and a “Term Lender” under the Existing Credit Agreement, shall be a party to the Existing Credit Agreement as a Lender and a Term Lender, shall have all the rights and obligations of, and benefits accruing to, a Lender and a Term Lender under the Existing Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of a Lender and a Term Lender. Without limiting the foregoing, the Incremental Term Loans made hereunder shall mature on the Term Maturity Date, shall participate in any mandatory or voluntary prepayments on a pro rata basis with the Existing Term Loans outstanding immediately prior to the Incremental Closing Date and, subject to paragraph (c) of this Section and Section 2 hereof, shall bear interest at the rate specified in the Existing Credit Agreement and, as appropriate, applicable to the other Loan Documents, executed by Existing Term Loans outstanding immediately prior to the Borrower, each Incremental Closing Date. (c) It is the intent of the parties to this Amendment that all Incremental Term Loan Lender (including any new Lender becoming Loans made on the Incremental Closing Date be included in each outstanding Borrowing of Existing Term Loans outstanding immediately prior to the Incremental Closing Date on a party to this Agreement as an Incremental Term Loan Lender) with respect to such Incremental Term Loan Facility pro rata basis. In furtherance of the foregoing, and the Administrative Agent. Notwithstanding notwithstanding anything to the contrary in the Amended Credit Agreement, each of the parties hereto agrees that a portion of each Incremental Term Loan shall be allocated to each Borrowing of Existing Term Loans outstanding immediately prior to the Incremental Closing Date on a pro rata basis and that the interest rate applicable to each such Incremental Term Loan allocated to a Eurocurrency Borrowing for the remainder of the existing Interest Period applicable to such Borrowing shall equal the Adjusted LIBO Rate applicable on the Incremental Closing Date to the Existing Term Loans included in such Borrowing and outstanding immediately prior to the Incremental Closing Date plus the Applicable Rate. Subject to the proviso to Section 11.012.13(d) of the Credit Agreement, accrued interest on the portion of the Incremental Term Loans included in each Borrowing of the Existing Term Loans outstanding immediately prior to the Incremental Closing Date pursuant to this paragraph (c) shall be payable in arrears on each Interest Payment Date applicable to such Borrowing; provided that, notwithstanding anything to the contrary above, any conversion or continuation of any Borrowing of Term Loans (including the Incremental Term Loans included therein), and the election of any Interest Period therefor, occurring prior to the end of any existing Interest Period applicable to such Borrowing as of the Incremental Closing Date shall be allocated ratably among the Lenders holding all Term Loans (including the Incremental Term Loans) included in such Borrowing. It is acknowledged and agreed that each payment of interest on the Term Loans (including the Incremental Term Loans) shall be allocated by the Administrative Agent among the Existing Term Lenders and the Incremental Term Lenders in a manner that reflects the actual number of days of interest accrued on the outstanding principal amount of the Incremental Term Loans compared to the actual number of days of interest accrued on the outstanding principal amount of the Existing Term Loans outstanding immediately prior to the Incremental Closing Date. (d) The funding of the Incremental Term Loans to be made hereunder shall be made in the manner contemplated by Section 2.06 of the Existing Credit Agreement. Unless previously terminated, the Incremental Term Loan Facility Amendment mayCommitments shall terminate at 5:00 p.m., without New York City time, on March 28, 2018. (e) The Borrower shall use the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion proceeds of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms solely for the purposes set forth in the introductory statements to this Amendment. (including as f) The Administrative Agent hereby consents to amortization this Amendment and maturity) as are agreed to by the Borrower and confirms that each Incremental Term Loan Lender in not already a Lender under the applicable Credit Agreement immediately prior to the Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably Closing Date is acceptable to the Administrative Agent and each Agent. (g) Each Incremental Term Loan LenderLender hereby consents to the amendments to the Existing Credit Agreement set forth in this Amendment, but such Incremental Term Loans will not in any event have a maturity date earlier than effective as of the latest Maturity Date (including any extension option) of any then existing FacilityThird Amendment Effective Date.

Incremental Term Loans. Incremental Term Loan Facilities and Incremental Term Loans may be made hereunder pursuant to a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Incremental Term Loan Lender (including any new Lender becoming a party to this Agreement as an Incremental Term Loan Lender) with respect to such Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything to the contrary in Section 11.01, the Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effectuate the provisions of this Section 2.15. Each Incremental Term Loan Facility and the related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Facility Amendment with respect to such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as any then existing Term Facility, such terms shall be reasonably acceptable to the Administrative Agent and each Incremental Term Loan Lender, but such Incremental Term Loans will not in any event have a maturity date earlier than the latest Maturity Date (including any extension option) of any then existing Facility.72