Common use of Incremental Term Loans Clause in Contracts

Incremental Term Loans. The Borrower may by written notice to the Agent, up to four (4) times during the term of this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9.

Incremental Term Loans. The Borrower Borrowers may by written notice to the Agent, up to four (4) times during the term of this Agreement, Administrative Agent elect to establish request the establishment of one or more new term loan commitments (the “New Term Loan Commitments”) to increase the hereunder, in an aggregate amount for all such New Term Loan Commitments not in excess of all Commitments made under the greater of (a) $50.0 million and (b) an unlimited amount, so long as in the case of this Agreement clause (b), after giving effect to not more such New Term Loans, the Consolidated Net Total Secured Leverage Ratio on a pro forma basis (but without netting the cash proceeds of such New Term Loans for purposes of determining the Consolidated Net Total Secured Leverage Ratio) shall be equal to or less than $400,000,0003.00 to 1.00, plus, in each case, in the case of New Term Loans that serve to effectively extend the maturity of any then outstanding Term Loans, an amount equal to the portion of such then outstanding Term Loans to be replaced with such New Term Loans. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrowers propose that the New Term Loan Commitments shall be effective, which shall be a date not less than 5 five (5) Business Days after the date on which such notice is delivered to Administrative Agent unless the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocationsAdministrative Agent otherwise agrees; provided that any Lender offered or approached to provide all or a portion of the any New Term Loan Commitments may elect or decline, in its sole discretion, to provide a such New Term Loan Commitment. Such New Term Loan Commitments shall become effective, effective as of such Increased Amount Date; provided that, both before that (1) no Event of Default shall exist or would exist after giving effect thereto and Holdings shall be in pro forma compliance with Section 7.1 on such Increased Amount Date after giving effect to such New Term Loan Commitments (1) no Default or Event and to the making of Default shall exist on such Increase Amount Date before or after giving effect to such any Tranche of New Term Loan Commitments, as applicable; (2) both before Loans pursuant thereto and after giving effect to any Permitted Acquisition, Investment permitted by Section 7.7 or redemption, repurchase, defeasance, repayment or refinancing of Indebtedness consummated in accordance therewith (but without netting the making cash proceeds of such New Term Loans for purposes of determining the Consolidated Net Total Leverage Ratio) (provided that to the extent the proceeds of such New Term Loans will be used to consummate a Permitted Acquisition or Investment permitted by Section 7.7, the conditions set forth in clause (1) above shall only be required to be satisfied on the date on which definitive agreements with respect to such Permitted Acquisition or Investment permitted by Section 7.7 are entered into, assuming that such New Term Loan Commitments are established, and the Loans thereunder made, on such date, the proceeds thereof are applied on such date and such Permitted Acquisition or Investment permitted by Section 7.7 closes on such date); (2) the interest rate margins applicable to any New Term Loan will be determined by the Borrowers and the Lenders providing such New Term Loan and such interest rate margins (which shall be deemed to include original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity) and upfront fees, but exclude arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers or the Documentation Agent (or their respective affiliates) in their capacities as such in connection with the existing Initial Term Facility or to one or more arrangers (or its affiliates) in their capacities as such applicable to the New Term Loans or New Term Loan Commitments or any other or other fees payable in connection with the existing Initial Term Facility or the New Term Loans or New Term Loan Commitments that are not paid generally to Lenders providing the existing Initial Term Loan Facility or such New Term Loans) will not be more than 0.50% higher than the interest margins applicable to the existing Initial Term Facility, unless the interest rate margins with respect to the existing Initial Term Facility are increased by an amount equal to the difference between the interest rate margins with respect to the New Term Loans and the corresponding interest rate margins on the existing Initial Term Facility, minus 0.50%, provided, that if the lowest permissible Eurodollar Rate is greater than 1.00% for such New Term Loans, the difference between such “floor” and 1.00%, in the case of the Eurodollar Rate for such New Term Loans, shall be equated to interest rate margin for purposes of this clause (3) and to the extent the provisions of this clause (3) would require the interest rate margins applicable to the existing Initial Term Loans to be increased, such increase shall first be applied to the “floors” in respect of the existing Initial Term Loans; (4) the proceeds of any New Term Loans shall be used for general corporate purposes of the Borrowers and their Subsidiaries (including Permitted Acquisitions and Investments permitted by Section 7.7); (5) the New Term Loans shall rank pari passu in right of payment and of Collateral with the existing Initial Term Loans; (6) in the case of any New Term Loans, each the maturity date thereof shall not be earlier than the Term Maturity Date applicable to Initial Term Loans and the Weighted Average Life to Maturity shall be equal to or greater than the Weighted Average Life to Maturity of the conditions Initial Term Loans that are not New Term Loans; (7) all terms and documentation with respect to any New Term Loans which differ from those with respect to the Initial Term Loans shall be reasonably satisfactory to the Administrative Agent, except as set forth in Section 5.2 shall be satisfied; clauses (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments(6) above; (4) the 8) such New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments Joinder Agreements executed and delivered by the BorrowerBorrowers, the Administrative Agent and one or more New Term Loan Lender and the Agent, and each of which shall be recorded in the RegisterLenders; and (59) the Borrower Borrowers shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date that have terms and provisions that differ from those of the Initial Term Loans, as applicable, outstanding on the date on which such New Term Loans are made shall be designated as a separate tranche (a “Tranche”) of Term Loans, as applicable, for all purposes of this Agreement. On any Increased Amount Date on which any New Term Loan Commitments of any Series are become effective, subject to the satisfaction of the foregoing terms and conditions, (i) each lender with a New Term Loan Lender shall make a Loan to the Borrower Commitment (each, a “New Term LoanLender”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the such New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan LendersCommitment. The terms and provisions of the New Term Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Term Loans and for purposes of this Agreement, any New Term Loans or New Term Loan Commitments shall be identical deemed to the existing be Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension AmendmentCommitments. Each Additional Credit Extension Amendment Joinder Agreement 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 and the Borrower Borrowers, to effect the provision provisions of this Section 2.92.25.

Incremental Term Loans. (a) The US Borrower may at any time, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), up to four (4) times during the term of this Agreement, elect to establish request one or more new additional tranches of term loan commitments (the “New Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date loans (each, an “Increased Amount DateIncremental Term Loan”); provided, that (i) on which at the New time that any such Incremental Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, made (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments thereto), (1A) no Default or Event of Default shall exist have occurred and be continuing, (B) the Total Leverage Ratio on such Increase Amount Date before a Pro Forma Basis (including, to the extent any Permitted Acquisition or after Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such New Term Loan Commitments, as applicable; (2Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) both before and after giving effect to the making of any New Term Loans, each incurrence of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower Incremental Term Loans and the Parent shall be in pro forma compliance with application of the covenants set forth in Section 9.1 proceeds therefrom, as of the last day of the most recently ended four fiscal quarter for which quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on a Compliance Certificate Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has been delivered occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of such New Incremental Term Loan Commitments; Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (4D) the New incurrence of any such Incremental Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered Loans has been duly authorized by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; US Borrower and (5E) the US Borrower shall deliver or cause to be has delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of Administrative Agent a certificate to the foregoing terms and conditionseffect set forth in clauses (A), (iB), (C) each New Term Loan Lender shall make a Loan to the Borrower and (a “New Term Loan”D) in an amount equal to its New Term Loan Commitmentabove, together with all relevant calculations related thereto; and (ii) each New the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Lender Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall become not have a Lender hereunder weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the New Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan Commitment and exceeds the New Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt immediately prior to the effectiveness of the Borrower’s notice of each Increased Amount Date and in respect thereof the New applicable Incremental Term Loan Commitments and Amendment by more than 0.50%, then the New Term Loan Lenders. The terms and provisions of Applicable Rate relating to the New Term Loans and New Term Loan Commitments shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the Incremental Term Loans except (or, if applicable, that the upfront fees applicable US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the New existing Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9Loans).

Incremental Term Loans. The Borrower may by written notice to the Agent, up to four (4) times during the term of this Agreement, Administrative Agent elect to establish request the establishment of one or more new term loan New Tranche B Term Loan commitments (the “New Tranche B Term Loan Commitments”) to increase the ), in an aggregate amount for all such New Tranche B Term Loan Commitments not in excess of all Commitments made under this Agreement to not more than $400,000,000300,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Tranche B Term Loan Commitments shall be effective, which shall be a date not less than 5 10 Business Days after the date on which such notice is delivered to Administrative Agent; provided that the Agent, (B) Borrower shall first offer the amount Lenders to provide all of such the New Tranche B Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or Commitments prior to offering any other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) eligible assignee pursuant to whom such New Term Loan Commitments shall be allocated and the amounts of such allocationsSection 13.6(b); provided further that any Lender offered or approached to provide all or a portion of the New Tranche B Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Tranche B Term Loan Commitment. Such New Tranche B Term Loan Commitments shall become effective, effective as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments that (1) no Default or Event of Default shall exist on such Increase Increased Amount Date before or after giving effect to such New Tranche B Term Loan CommitmentsCommitments and to the making of any Series of New Tranche B Term Loans pursuant thereto, as applicable; (2) both before and after giving effect to the making of any Series of New Tranche B Term Loans, each of the conditions set forth in Section 5.2 7 shall be satisfied; (3) Holdings, the Borrower and the Parent its Restricted Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 9.1 Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Tranche B Term Loan CommitmentsCommitments and any Investment to be consummated in connection therewith; (4) the New Tranche B Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Term Tranche B Loan Lender and the AgentLenders, and each of which shall be recorded in the RegisterRegister and shall be subject to the requirements set forth in Section 5.4(b); (5) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Tranche B Term Loan Commitments, as applicable; and (56) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Any New Tranche B Term Loans made on an Increased Amount Date that have terms and provisions that differ from Tranche B Term Loans outstanding on the date on which such New Tranche B Term Loans are made shall be designated as a separate series (a “Series”) of Tranche B Term Loans for all purposes of this Agreement. On any Increased Amount Date on which any New Tranche B Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Tranche B Term Loan Lender Commitment (each, a “New Tranche B Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan CommitmentCommitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Tranche B Term Loans of such Series made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Tranche B Term Loans and New Tranche B Term Loan Commitments of any Series shall be be, except as otherwise set forth herein or in the Joinder Agreement, identical to the existing Tranche B Term Loans; provided, however, that (i) the applicable New Tranche B Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Tranche B Term Loans except that , (ii) the upfront fees average life to maturity of any New Tranche B Term Loans shall be no shorter than the average life to maturity of the Term Loans and (iii) the rate of interest applicable to the New Term Tranche B Term Loans of each Series and, subject to the foregoing clause (ii) the schedule of required repayments of principal thereof, shall be determined solely by the Borrower and the applicable New Term Loan new Lenders and shall be set forth in each applicable Additional Credit Extension AmendmentJoinder Agreement. Each Additional Credit Extension Amendment Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the opinion of the Agent and the Borrower Administrative Agent, to effect the provision of this Section 2.92.15.

Incremental Term Loans. The Borrower may by written notice to the Agent, up to four (4) times during the term of this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”) to increase the ), in an aggregate amount of all Commitments made under this Agreement equal to not more than $400,000,000200,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,00025,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that Loans. In any event, the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9.

Incremental Term Loans. The Borrower (a) Following the Agreement Date, AGCO may by written notice from time to time through the AgentMaturity Date, up propose that additional term loans in U.S. Dollars be made to four (4) times during it or any of the term of other Borrowers in accordance with this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date Section (each, an “Increased Amount DateIncremental Term Loan”) on which the New by delivering a Notice of Incremental Term Loan Commitments Borrowing to Administrative Agent substantially in the form of Exhibit N hereto (a “Notice of Incremental Term Loan Borrowing”), specifying (subject to the restrictions set forth in clause (b) below) therein the (i) amount of the Tranche of Incremental Term Loans requested (which Tranche shall be effectivein a minimum principal amount of $100,000,000 and integral multiples of $50,000,000 in excess thereof), (ii) requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be a date not less than 5 at least 15 Business Days after from the date on which such notice is delivered to of delivery of the AgentNotice of Incremental Term Loan Borrowing), (Biii) the interest rate to be applicable to all Incremental Term Loans in such Tranche, (iv) the amortization for all Incremental Term Loans in such Tranche, and (v) the amount of such New any upfront or closing fees to be paid by the Borrowers to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in clause (d) below, each Notice of Incremental Term Loan Commitments, which must Borrowing delivered by AGCO shall be at least $15,000,000, irrevocable and (C) shall be binding upon all Loan Parties. At the identity time of each Lender or other Person that is an Eligible Assignee (each, a “New delivery of the Notice of Incremental Term Loan Lender”Borrowing, AGCO shall also deliver to Administrative Agent a certificate of a Responsible Employee of AGCO certifying (A) to whom such New Term Loan Commitments shall be allocated that AGCO and its Subsidiaries are in compliance with the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, financial covenants set forth in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both Section 6.10 hereof before and after giving effect to such New Incremental Term Loan Commitments Borrowing, and (1B) that no Default or Event of Default shall exist on such Increase Amount Date before then exists or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall would be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9caused thereby.

Incremental Term Loans. The (a) At any time, the Borrower may by written notice to the AgentAdministrative Agent elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, up an “Incremental Term Loan Commitment”) to make one or more additional term loan (any such additional term loan, an “Incremental Term Loan”); provided that (i) the total aggregate principal amount for all Incremental Term Loan Commitments shall not (as of any date of incurrence thereof) exceed an amount equal to the amount of additional Indebtedness that would cause the Consolidated Senior Secured Net Leverage Ratio as of the four (4) times during consecutive fiscal quarter period most recently ended prior to the term incurrence of this Agreementsuch additional Indebtedness for which financial statements are available, elect calculated on a pro forma basis after giving effect to establish one or more new term loan commitments the incurrence of such additional Indebtedness (but determined without deduction of any cash proceeds of such Incremental Term Loan), not to exceed 3.00 to 1.00 and (ii) the “New total aggregate amount for each Incremental Term Loan Commitments”Commitment (and the Incremental Term Loans made thereunder) to increase the aggregate shall not be less than a minimum principal amount of all Commitments made under this Agreement $10,000,000 or, if less, the remaining amount permitted pursuant to not more than $400,000,000the foregoing clause (i). Each such notice shall specify (A) the date (each, an “Increased Amount Incremental Effective Date”) on which the New Borrower proposes that any Incremental Term Loan Commitments Commitment shall be effective, which shall be a date not less than 5 ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may invite any Lender, (B) the amount any Affiliate of such New any Lender and/or any Approved Fund, and/or any other Eligible Assignee, to provide an Incremental Term Loan CommitmentsCommitment (any such Person, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Incremental Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any ). Any proposed Incremental Lender offered or approached to provide all or a portion of the New any Incremental Term Loan Commitments Commitment may elect or decline, in its sole discretion, to provide a New such Incremental Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9.

Incremental Term Loans. The On or prior to the last ----------------------- day of the Tranche A Commitment Period, the Borrower may may, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), up request the addition of a new tranche of term loans (the "Incremental Term Loans"); provided, however, that both (x) at the time of ----------------------- -------- ------- any such request and (y) after giving effect to four any such Incremental Term Loans, no Default shall exist and the Borrower shall be in compliance with each financial covenant (4calculated, in the case of clause (y), on a pro forma basis to give effect to any borrowing of Incremental Term Loans). The Incremental Term Loans shall (i) times during be in an aggregate principal amount not in excess of $25,000,000, (ii) rank pari passu in right of payment and ---- ----- of security with the term other Loans, (iii) have an average weighted life equal to or longer than the Tranche A Term Loans, (iv) be drawn on or prior to the last day of this Agreementthe Tranche A Commitment Period; provided that, elect -------- notwithstanding anything to establish the contrary set forth herein, no Incremental Term Loans shall be drawn until the Additional Financing Event Condition shall have been satisfied, (v) have such pricing as may be agreed by the Borrower and the Persons providing such Incremental Term Loans and (vi) otherwise be treated hereunder no more favorably than the Tranche A Term Loans. Such notice shall set forth the requested amount of Incremental Term Loans, and shall offer each Lender the opportunity to offer a commitment (the "Incremental Commitment") to provide Incremental Term Loans ---------------------- by giving written notice of such offered commitment to the Administrative Agent and the Borrower within a time period (the "Offer Period") to be ------------ specified in the Borrower's notice; provided, however, that no existing -------- ------- Lender will be obligated to subscribe for any portion of such commitments. In the event that, at the expiration of the Offer Period, Lenders shall have provided commitments in an aggregate amount less than the total amount of the Incremental Term Loans requested by the Borrower, the Borrower shall have the right to arrange for one or more new term loan commitments banks or other financial institutions (the “New Term Loan Commitments”any such bank or other financial institution being called an "Additional Lender") to increase the extend commitments to provide Incremental Term ----------------- Loans in an aggregate amount equal to the unsubscribed amount; provided -------- that each Additional Lender shall be subject to the approval of all the Administrative Agent (which approval shall not be unreasonably withheld); and provided further that the Additional Lenders shall be offered the ---------------- opportunity to provide the Incremental Term Loans only on terms previously offered to the existing Lenders pursuant to the immediately preceding sentence. Commitments made in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to not more than $400,000,000an Incremental Facility Amendment executed by each of the Borrower, Holdings, each Subsidiary that is party to a Subsidiary Guarantee, if any, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Each such notice The effectiveness of any Incremental Facility Amendment shall specify be subject to (A) the satisfaction on the date (eachthereof and, an “Increased Amount Date”) if different, on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the AgentIncremental Term Loans are made, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; 6.3 and (3B) the Borrower and receipt by the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as Administrative Agent of the last day opinions of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect counsel to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, addressed to the New Term Loan Lender Lenders and the AgentAdministrative Agent and dated the date of the Incremental Facility Amendment, from counsel, and each of which shall be recorded in the Register; form and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effectivesubstance, subject satisfactory to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9Administrative Agent.

Incremental Term Loans. The Term Loan Borrower may (on behalf of any Borrower) at any time or from time to time, by written notice to the AgentAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), up to four (4) times during the term of this Agreement, elect to establish request one or more new additional tranches of term loan commitments loans (the “New Incremental Term Loan CommitmentsLoans”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations); provided that both at the time of any Lender approached to provide all or a portion such request and upon the effectiveness of the New any Incremental Term Loan Commitments may elect or declineAmendment referred to below, in its sole discretion, to provide a New no Default shall exist and at the time that any such Incremental Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before is made (and after giving effect to such New Term Loan Commitments (1thereto) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent Company shall be in compliance with Sections 6.12, 6.13 and 6.14, determined on a pro forma compliance with the covenants set forth in Section 9.1 basis as of if such Incremental Term Loans had been outstanding on the last day of the most recently ended recent fiscal quarter for which a Compliance Certificate testing compliance therewith (and, for purposes of Section 6.12, as if such Incremental Term Loans had been outstanding during the period of four consecutive fiscal quarters then ended). Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $25,000,000. The Incremental Term Loans (a) shall be in an aggregate principal amount not exceeding (i) $375,000,000, or, if (x) the Perbio Reorganization has been delivered consummated, (y) the Total Leverage Ratio is less than 3.50 to 1.00 at the time such Incremental Term Loan is incurred (after giving pro forma effect to such New the Incremental Term Loan Commitments; to be incurred) and (4z) the New Senior Leverage Ratio is less than 3.00 to 1.00 at the time such Incremental Term Loan Commitments shall be effected pursuant is incurred (after giving pro forma effect to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Incremental Term Loan Lender to be incurred), $500,000,000 minus (ii) the aggregate principal amount of Senior Debt issued after the Effective Date in excess of $400,000,000 (if the Senior Leverage Ratio is greater than or equal to 3.50 to 1.00 at the time such Incremental Term Loan is incurred (after giving pro forma effect to the Incremental Term Loan to be incurred)), $525,000,000 (if the Senior Leverage Ratio is less than 3.50 to 1.00 but greater than or equal to 3.00 to 1.00 at the time such Incremental Term Loan is incurred (after giving pro forma effect to the Incremental Term Loan to be incurred)) or $650,000,000 (if the Senior Leverage Ratio is less than 3.00 to 1.00 at the time such Incremental Term Loan is incurred (after giving pro forma effect to the Incremental Term Loan to be incurred)), (b) shall rank pari passu in right of payment and of security with the Revolving Loans and the AgentTerm Loans, and each of which (c) shall be recorded in not mature earlier than the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effectiveMaturity Date (but may, subject to the satisfaction clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the foregoing terms Term Loans, and conditions(e) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (i) each New the terms and conditions applicable to Incremental Term Loans maturing after the Term Loan Lender shall make a Loan to Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, Maturity Date and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Incremental Term Loans made pursuant theretomay be priced differently than the Term Loans. The Agent Each notice shall notify Lenders promptly upon receipt set forth the requested amount and proposed terms of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New relevant Incremental Term Loans and New the Borrower in respect thereof. Each existing Lender shall be afforded the opportunity, but shall not be required, to provide a ratable share (including a share of any Incremental Term Loans not subscribed to by other existing Lenders) of any Incremental Term Loans. In the event that existing Lenders provide commitments in an aggregate amount less than the total amount of the Incremental Term Loans requested by the Term Loan Commitments shall be identical Borrower, the Term Loan Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Additional Lender”) to extend commitments to provide Incremental Term Loans in an aggregate amount equal to the existing Term Loans except that the upfront fees applicable to the New unsubscribed amount. Commitments in respect of Incremental Term Loans shall be determined solely become Commitments under this Agreement pursuant to an amendment (an “Incremental Term Loan Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower Company (and the applicable New Borrower, if other than the Company), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 Agent and the Borrower Administrative Agent, to effect the provision provisions of this Section. The effectiveness of any Incremental Term Loan Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 2.94.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Term Loan Amendment) and such other conditions as the parties thereto shall agree. No Lender shall be obligated to provide any Incremental Term Loans, unless it so agrees (it being acknowledged that the Tranche B-1 Lenders have agreed pursuant to the Amendment and Restatement Agreement to provide the Tranche B-1 Term Loans). The Tranche B-1 Term Loans constitute Incremental Term Loans.

Incremental Term Loans. The Borrower may by written notice to the Agent, up to four (4) times during the term of this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”) to increase the ), in an aggregate amount of all Commitments made under this Agreement equal to not more than $400,000,000200,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,00025,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s 's notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that Loans. In any event, the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9.

Incremental Term Loans. The Borrower may by written notice to the Agent, up to four (4) times during the term of this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000500,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,00025,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that Loans. In any event, the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9.

Incremental Term Loans. The Borrower may by written notice to the Agent, up to four (4) times during the term of this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”) to increase the ), in an aggregate amount of all Commitments made under this Agreement equal to not more than $400,000,000250,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,00025,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increase Increased Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded 30 A/75663178.5 in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that Loans. In any event, the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9.2.14. Section 2.15

Incremental Term Loans. (a) The Borrower may by written notice to the Agent, up to four (4) times during the term of this Agreement, Administrative Agent elect to establish request the establishment of one or more new term loan New Tranche B Term Loan commitments (the “New Tranche B Term Loan Commitments”) to increase the ), in an aggregate amount for all such New Tranche B Term Loan Commitments not in excess of all Commitments made under this Agreement to not more than $400,000,000the Maximum Incremental Facilities Amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Tranche B Term Loan Commitments shall be effective, which shall be a date not less than 5 10 Business Days after the date on which such notice is delivered to Administrative Agent; provided that the Agent, (B) Borrower shall first offer the amount Lenders to provide all of such the New Tranche B Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or Commitments prior to offering any other Person that is an Eligible Assignee (each, a “New Term Loan Lender”eligible assignee pursuant to Section 13.6(b) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocationsSection 13.6(g); provided further that any Lender offered or approached to provide all or a portion of the New Tranche B Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Tranche B Term Loan Commitment. Such New Tranche B Term Loan Commitments shall become effective, effective as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments that (1) no Default or Event of Default shall exist on such Increase Increased Amount Date before or after giving effect to such New Tranche B Term Loan CommitmentsCommitments and to the making of any Series of New Tranche B Term Loans pursuant thereto, as applicable; (2) both before and after giving effect to the making of any Series of New Tranche B Term Loans, each of the conditions set forth in Section 5.2 7 shall be satisfied; (3) Holdings, the Borrower and the Parent its Restricted Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 9.1 Sections 10.9 and 10.10 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Tranche B Term Loan Commitments, the incurrence of the New Tranche B Term Loans and any Investment to be consummated in connection therewith; (4) the New Tranche B Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or more New Tranche B Term Loan Lender and the AgentLenders, and each of which shall be recorded in the RegisterRegister and shall be subject to the requirements set forth in Section 5.4(b); (5) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Tranche B Term Loan Commitments, as applicable; and (56) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Any New Tranche B Term Loans made on an Increased Amount Date that have terms and provisions that differ from Tranche B Term Loans outstanding on the date on which such New Tranche B Term Loans are made shall be designated as a separate series (a “Series”) of Tranche B Term Loans for all purposes of this Agreement. On any Increased Amount Date on which any New Tranche B Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender with a New Tranche B Term Loan Lender Commitment (each, a “New Tranche B Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Tranche B Term Loan”) in an amount equal to its New Tranche B Term Loan CommitmentCommitment of such Series, and (ii) each New Tranche B Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Tranche B Term Loan Commitment of such Series and the New Tranche B Term Loans of such Series made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each On any Increased Amount Date and Date, the outstanding principal amount described in respect thereof clause (x) of Section 2.5(b) shall be deemed increased after the making of any New Tranche B Term Loan Commitments and Loans that constitute the New same Series as the existing Tranche B Term Loan LendersLoans by the aggregate principal amount of such new Tranche B Term Loans. The terms and provisions of the New Tranche B Term Loans and New Tranche B Term Loan Commitments of any Series shall be be, except as otherwise set forth herein or in the Joinder Agreement, identical to the existing Tranche B Term Loans; provided, however, that (i) the applicable New Tranche B Term Loan Maturity Date of each Series shall not be earlier than the Tranche B Term Loan Maturity Date, (ii) the Weighted Average Life to Maturity of any New Tranche B Term Loans except that shall be no shorter than the upfront fees Weighted Average Life to Maturity of the Tranche B Term Loans, (iii) the rate of interest applicable to the New Tranche B Term Loans of each Series and, subject to the foregoing clause (ii) the schedule of required repayments of principal thereof, shall be determined solely by the Borrower and the applicable New Term Loan new Lenders and shall be set forth in each applicable Additional Credit Extension AmendmentJoinder Agreement, (iv) all other terms applicable to the New Tranche B Term Loans shall be reasonably acceptable to the Administrative Agent (as evidenced by its execution of the applicable Joinder Agreement) and (v) if the Initial Yield applicable to the additional New Tranche B Term Loans extended pursuant to this Section 2.15(a) exceeds by more than 50 basis points the sum of the Applicable LIBOR Margin (as increased by the amount that the “LIBOR floor” set forth in the proviso to the definition of “LIBOR Rate” exceeds the LIBOR Rate that would otherwise be in effect at such time) then in effect for Tranche B Term Loans that are LIBOR Loans, plus one fourth of the Up-Front Fees paid in respect of the Tranche B Term Loans incurred pursuant to Section 2.1 hereunder, then the Applicable LIBOR Margin of the Tranche B Term Loans shall increase by the amount necessary to reduce such difference to 50 basis points. Each Additional Credit Extension Amendment Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the opinion of the Agent and the Borrower Administrative Agent, to effect the provision provisions of this Section 2.92.15.

Incremental Term Loans. (a) The US Borrower may at any time, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), up to four (4) times during the term of this Agreement, elect to establish request one or more new additional tranches of term loan commitments (the “New Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date loans (each, an “Increased Amount DateIncremental Term Loan”); provided, that (i) on which at the New time that any such Incremental Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, made (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments thereto), (1A) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitmentshave occurred and be continuing, as applicable; (2B) both before and after giving effect to the making of any New Term Loans, each incurrence of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower Incremental Term Loans and the Parent shall be in pro forma compliance with application of the covenants set forth in Section 9.1 proceeds therefrom, as of the last day of the most recently ended period of four fiscal quarter for which quarters of the US Borrower, the Total Leverage Ratio on a Compliance Certificate Pro Forma Basis shall not exceed 4.50 to 1.00 and the Senior Secured Leverage Ratio on a Pro Forma Basis shall not exceed 2.50 to 1.00 (such calculations to include, in each case, to the extent any Permitted Acquisition, any acquisition permitted under Section 7.02(t) or Subsidiary Redesignation has been delivered occurred during such period of four fiscal quarters, giving effect thereto on a Pro Forma Basis) , (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect thereto on a Pro Forma Basis) after giving effect to the incurrence of such New Incremental Term Loan Commitments; Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (4D) the New incurrence of any such Incremental Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered Loans has been duly authorized by the US Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5E) the US Borrower shall deliver or cause to be has delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of Administrative Agent a certificate to the foregoing terms and conditionseffect set forth in clauses (A), (iB), (C) each New Term Loan Lender shall make a Loan to the Borrower and (a “New Term Loan”D) in an amount equal to its New Term Loan Commitmentabove, together with all relevant calculations related thereto; and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and US Borrower shall, promptly after the New US Borrower receives the proceeds from the incurrence of any Incremental Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon (and in any event no later than 120 days after such receipt of the Borrower’s notice of each Increased Amount Date and proceeds), utilize such proceeds to redeem, repurchase or repay US Borrower 2019 Notes or Permitted Subordinated / Senior Refinancing Indebtedness in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9.accordance with

Incremental Term Loans. The Borrower may by written notice to the Agent, up to four (4) times during the term of this Agreement, Administrative Agent elect to establish one or more new term loan commitments (the “New Term Loan Commitments”) to increase the ), in an aggregate amount of all Commitments made under this Agreement equal to not more than $400,000,00050,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effectiveeffective and the New Term Loan shall be funded, which shall be a date not less than 5 five (5) Business Days after the date on which such notice is delivered to the Administrative Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,00025,000,000, and (C) the identity of each Person (which must either be (x) a Lender or other Person that is (y) an Eligible Assignee that has been approved in writing by the Borrower and the Administrative Agent) (each, a “New Term Loan Lender”) to whom which such New Term Loan Commitments shall will be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan CommitmentCommitment and any Lender that fails to respond to any request for New Term Loan Commitments shall be deemed to have rejected such request. Such New Term Loan Commitments shall become effective, effective as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increase Increased Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 §10.12 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 §9 after giving effect to such New Term Loan Commitments as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate compliance certificate has been delivered after giving effect pursuant to such New Term Loan Commitments§7.4(c); (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Administrative Agent, and each of which shall be recorded in the RegisterRegister (as defined in §18.3); and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that Loans. In any event, the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Administrative Agent and the Borrower to effect the provision of this Section 2.9§2.2.

Incremental Term Loans. The (i) At any time after the Third Amendment Date until 180 days prior to the Revolving Termination Date, any Borrower may request an Incremental Term Loan Borrowing by written notice delivering a Notice of Incremental Term Loan Borrowing to the AgentAdministrative Agent substantially in the form of Exhibit C-2 hereto (a "NOTICE OF INCREMENTAL TERM LOAN BORROWING"), up specifying (subject to four Section 2.1(d)(iii)) therein the (1) amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount of $100,000,000 and integral multiples of $50,000,000 in excess thereof), (2) requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be at least 30 days but not more than 90 days from the date of delivery of the Notice of Incremental Term Loan Borrowing), (3) the interest rate to be applicable to all Incremental Term Loans in such Tranche, (4) times during the term of this Agreementamortization and maturity date requested for all Incremental Term Loans in such Tranche, elect to establish one or more new term loan commitments and (the “New Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B5) the amount of any upfront or closing fees to be paid by such New Borrower to the Incremental Term Loan Commitments, which must be at least $15,000,000, and (C) Lenders funding the identity Tranche of Incremental Term Loans requested. The Administrative Agent shall deliver a copy of each Lender or other Person that is an Eligible Assignee (each, a “New Notice of Incremental Term Loan Borrowing to each Lender”) to whom such New . Each Notice of Incremental Term Loan Commitments Borrowing shall be allocated and binding on all Borrowers. At the amounts time of such allocations; provided that any Lender approached to provide all or a portion delivery of the New Notice of Incremental Term Loan Commitments may elect or declineBorrowing, Fresh Produce shall deliver to the Administrative Agent a certificate of the chief financial officer of Fresh Produce certifying (A) that Fresh Produce is in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both compliance with the financial covenants hereof before and after giving effect to such New Incremental Term Loan Commitments Borrowing (1) no Default or Event based on combined actual results for the twelve month period ending on the last day of Default shall exist on such Increase Amount Date before or the last month for which financial statements of Fresh Produce are available, after giving effect to such New Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan CommitmentBorrowing), and (iiB) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt that no Event of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall Default then exists or would be identical to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9caused thereby.

Incremental Term Loans. (a) The US Borrower may at any time, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), up to four (4) times during the request an additional tranche of term of this Agreement, elect to establish one or more new term loan commitments loans (the “New "INCREMENTAL TERM LOANS"); PROVIDED, that (x) at the time that any such Incremental Term Loan Commitments”) to increase the aggregate amount of all Commitments is made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments thereto), (1i) no Default or Event of Default shall exist have occurred and be continuing, (ii) the Adjusted Senior Leverage Ratio, on such Increase Amount Date before a pro forma basis (including, to the extent any Permitted Acquisition or after Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such New Term Loan Commitments, as applicable; (2Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) both before and after giving effect to the making of any New Term Loans, each incurrence of the conditions set forth Incremental Term Loans (and any additional incurrence of Subordinated Repurchase Indebtedness in Section 5.2 shall be satisfied; (3) connection with a Permitted Dividend to the extent not otherwise reflected on the balance sheet of the US Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended four fiscal quarter for which quarters) and the application of the proceeds therefrom, as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 2.00 to 1.00, (iii) the US Borrower shall be in compliance, on a Compliance Certificate pro forma basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has been delivered occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans (and any additional incurrence of Subordinated Repurchase Indebtedness in connection with a Permitted Dividend to the extent not otherwise reflected on the balance sheet of the US Borrower as of the last day of the most recently ended four fiscal quarters) and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of the Credit Agreement computed as if such New Term Loan Commitments; Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (4iv) the New incurrence of any such Incremental Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered Loans has been duly authorized by the US Borrower, and (v) the New Term Loan Lender US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (i), (ii), (iii) and the Agent(iv) above, and each of which shall be recorded in the Registertogether with all relevant calculations related thereto; and (5y) the US Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by shall, within five Business Days of the Agent in connection with any such transaction. On any Increased Amount Date date on which any New Term Loan Commitments the US Borrower receives the proceeds from the incurrence of any Series are effectiveIncremental Term Loans, subject to pay Permitted US Borrower Dividends (and, at the satisfaction option of the foregoing terms US Borrower, related transaction costs) with such proceeds and conditions, (i) each New Term Loan Lender Holdings shall make a Loan promptly thereafter utilize the proceeds of such Permitted Dividend to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9.pay

Incremental Term Loans. The Borrower may at any time or from time to time after the Syndication Date (or earlier if approved by written the Administrative Agent), by notice to the AgentAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), up to four (4) times during the term of this Agreement, elect to establish request one or more new incremental term loan commitments loans be made hereunder (the “New Incremental Term Loan CommitmentsLoans”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations); provided that (i) both at the time of any Lender approached such request and upon the effectiveness of any Incremental Amendment referred to provide all below, no Default or a portion Event of Default shall exist and at the New time that any such Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before is made (and after giving effect to such New Term Loan Commitments (1thereto) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; and (2ii) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent Holdings shall be in pro forma compliance with the covenants set forth in Section 9.1 Sections 8.08 through 8.10 determined on a Pro Forma Basis as of the last day date of the most recently ended Test Period (or, if no Test Period cited in such sections has passed, the covenants in Sections 8.08 through 8.10 for the first Test Period cited in such Sections shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter of Holdings for which a Compliance Certificate has been delivered after giving effect to such New testing compliance therewith. Each Incremental Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant in an aggregate principal amount that is not less than $5,000,000. Notwithstanding anything to one or more Additional Credit Extension Amendments executed and delivered by the Borrowercontrary herein, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction aggregate principal amount of the foregoing Incremental Term Loans shall not exceed $10,000,000. The Incremental Term Loans shall have the same terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees conditions applicable to the New Term Loans. Each notice from the Borrower pursuant to this Section 2.10 shall set forth the requested amount of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender (but no existing Lender will have any obligation to make a portion of any Incremental Term Loan) or by any other bank or other financial institution that is an Eligible Transferee (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to be unreasonably withheld, conditioned or delayed) to such Additional Lender’s making such Incremental Term Loans. Commitments in respect of Incremental Term Loans shall be determined solely provided pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such commitments, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, with the consent of Holdings, the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment mayAdministrative Agent, but without the consent of any other Credit Party, the Collateral Agent or Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower Borrower, to effect the provision provisions of this Section 2.92.10. The Borrower may use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans, unless it so agrees.

Incremental Term Loans. The Borrower may by written notice to the Agent, up to four (4) times during the term of this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”) to increase the ), in an aggregate amount of all Commitments made under this Agreement equal to not more than $400,000,000250,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,00025,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increase Increased Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded A/75663178.5 in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that Loans. In any event, the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.92.14.

Incremental Term Loans. The On or prior to February 2, ----------------------- 2001, the Borrower may may, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), up to four (4) times during request the addition of a new tranche of term of this Agreement, elect to establish one or more new term loan commitments loans (the “New "Incremental Term Loan Commitments”) to increase Loans"); provided, however, that ---------------------- ------- both at the aggregate amount time of all Commitments made under this Agreement to not more than $400,000,000. Each any such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before request and after giving effect to any such New Incremental Term Loan Commitments (1) Loans, no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New and the Borrower shall be in Pro Forma Compliance with each financial covenant. The Incremental Term Loan CommitmentsLoans shall (i) be in an aggregate principal amount not in excess of $150,000,000 less the aggregate principal amount of any outstanding Subordinated Debt permitted by Section 6.01(a)(iii), as applicable; (2ii) both before rank pari passu in right of payment and after giving effect of security ---- ----- with the other Loans, (iii) not be available unless the Tranche C Term Loans are fully drawn, (iv) mature not earlier than the date that is six months subsequent to the making of any New Tranche B Maturity Date, (v) have a longer average weighted life than the Tranche B Term Loans, (vi) be drawn on or prior to February 2, 2001, (vii) have such pricing as may be agreed by the Borrower and the Persons providing such Incremental Term Loans and (viii) otherwise be treated hereunder no more favorably than the Tranche B Term Loans. Such notice shall set forth the requested amount of Incremental Term Loans, and shall offer each Lender the opportunity to offer a commitment (the "Incremental Commitment") to provide Incremental Term Loans by ---------------------- giving written notice of such offered commitment to the Administrative Agent and the Borrower within a time period (the "Offer Period") to be specified in the Borrower's notice; provided, however, that no existing Lender will be obligated -------- ------- to subscribe for any portion of such commitments. In the event that, at the expiration of the Offer Period, Lenders shall have provided commitments in an aggregate amount less than the total amount of the Incremental Term Loans requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Additional Lender") to extend commitments to ------------------ provide Incremental Term Loans in an aggregate amount equal to the unsubscribed amount; provided that each Additional Lender shall be subject to the approval of -------- the Administrative Agent (which approval shall not be unreasonably withheld); and provided further that the Additional Lenders shall be offered the -------- ------- opportunity to provide the Incremental Term Loans only on terms previously offered to the existing Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an Incremental Facility Amendment executed by each of the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof and, if different, on the date on which the Incremental Term Loans are made, of each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.94.02.

Incremental Term Loans. The Borrower may at any time or from time to time after the Restatement Date, by written notice to the AgentAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), up to four (4) times during the term of this Agreement, elect to establish request one or more new additional tranches of term loan commitments loans (the “New Incremental Term Loans”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan Commitments”) to increase the aggregate amount of all Commitments is made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1thereto) no Default or Event of Default shall exist exist, (ii) the Borrower shall be in compliance with the Financial Performance Covenants determined on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; a pro forma basis (2) both before and after including giving effect to the making of any New Term Loans, each application of the conditions set forth in Section 5.2 shall be satisfied; (3proceeds thereof) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter of the Borrower as if such Incremental Term Loans had been outstanding (and such proceeds had been applied) on the last day of such fiscal quarter of the Borrower for which a Compliance Certificate has testing compliance therewith (and, for purposes of Section 6.11, as if such Incremental Term Loans had been delivered outstanding during the period of four consecutive fiscal quarters of the Borrower then ended and such proceeds had been applied at the beginning of such period), (iii) the Secured Leverage Ratio (after giving effect to such New requested Incremental Term Loans and the application of the proceeds thereof) shall not exceed the lesser of (A) the ratio set forth in Section 6.12 as of the last day of the most recently ended fiscal quarter of the Borrower, which, for this purpose, shall be deemed reduced by 0.50, and (B) 3.0; provided that up to $50,000,000 of the Incremental Term Loans may be borrowed without compliance with this clause (iii), (iv) the Borrower shall have delivered a certificate certifying as to clauses (i), (ii) and, if applicable, (iii) to the Administrative Agent, together with all calculations related thereto, (v) after giving effect thereto, the Collateral and Guaranty Requirement shall have been satisfied, (vi) the net proceeds of any Incremental Term Loans incurred at a time the Secured Leverage Ratio test in clause (iii) would not have been met shall be used by the Borrower and its Subsidiaries for Capital Expenditures only and (vii) after giving effect to such requested Incremental Term Loans and the application of the proceeds thereof, the aggregate principal amount of all Term Loans, Revolving Facility Commitments and Incremental Secured Debt shall not exceed the amount permitted by the Consulting Intercreditor Agreement. Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $50,000,000 and be in an integral multiple of $1,000,000. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Secured Debt shall not exceed $150,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Term Loan Commitments; Maturity Date (4but may, subject to clause (c) below, have amortization prior to such date), (c) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the Term Loans and (d) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the New Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans maturing after the Term Loan Commitments Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Term Loans, provided further that (i) if the Applicable Margin (which, for such purposes only, shall be effected deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to any Incremental Term Loans exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.25%, the Applicable Margin relating to the Term Loans shall be adjusted to be equal to the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.25%. Each notice from the Borrower pursuant to one this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender or more by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Credit Extension Amendments Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans if such consent would be required under Section 9.04(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed and delivered by the Borrower, the New Term Loan each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Borrower Administrative Agent, to effect the provision provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.94.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. No more than four Incremental Facility Closing Dates may be selected by the Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees.

Incremental Term Loans. The Borrower may at any time or from time to time after the Restatement Date, by written notice to the AgentAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), up to four (4) times during the term of this Agreement, elect to establish request one or more new additional tranches of term loan commitments loans (the “New Incremental Term Loans”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan Commitments”) to increase the aggregate amount of all Commitments is made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1thereto) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitmentsexist, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3ii) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 Financial Performance Covenants determined on a pro forma basis as of the last day of the most recently ended fiscal quarter of the Borrower as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter of the Borrower for which testing compliance therewith (and, for purposes of Section 6.11, as if such Incremental Term Loans had been outstanding during the period of four consecutive fiscal quarters of the Borrower then ended), (iii) the Borrower shall have delivered a Compliance Certificate has been delivered certificate certifying as to clauses (i) and (ii) to the Administrative Agent, together with all calculations related thereto and (iv) after giving effect thereto, the Collateral and Guaranty Requirement shall have been satisfied. Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $50,000,000 and be in an integral multiple of $1,000,000. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans shall not exceed $200,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the date falling six months after the Term Loan Maturity Date (but may, subject to clause (c) below, have amortization prior to such New date), (c) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the Term Loans and (d) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans maturing after the Term Loan Commitments; Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan Maturity Date and (4ii) the New Incremental Term Loan Commitments Loans may be priced differently than the Term Loans, provided further that (i) if the Applicable Margin (which, for such purposes only, shall be effected deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to any Incremental Term Loans exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.25%, the Applicable Margin relating to the Term Loans shall be adjusted to be equal to the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.25%. Each notice from the Borrower pursuant to one this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender or more by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Credit Extension Amendments Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans if such consent would be required under Section 9.04(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed and delivered by the Borrower, the New Term Loan each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Borrower Administrative Agent, to effect the provision provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.94.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. No more than four Incremental Facility Closing Dates may be selected by the Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees.

Incremental Term Loans. (a) The Borrower may shall have the right, at any time and from time to time after the Closing Date by written notice to and in consultation with the Administrative Agent, up to four (4) times during the term of this Agreement, elect to establish one or more new term loan request commitments (the “New Incremental Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date for additional term loans (each, an “Increased Amount DateIncremental Term Loan,” and collectively, the “Incremental Term Loans”) on which the New Term Loan Commitments shall be effectivefrom existing Lenders, which shall be a date one or more Persons that are not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee already Lenders (each, a an “New Additional Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations), 57 or a combination thereof; provided that (i) any Lender approached to provide all or such request for Incremental Term Loans shall be in a portion minimum amount of the New Term Loan Commitments may elect or decline$25,000,000, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and (ii) immediately after giving effect to such New the making of any Incremental Term Loan Commitments Loans, the aggregate of all Revolving Credit Commitment Increases effected and Incremental Term Loans made after the Closing Date shall not exceed $75,000,000 (1without regard to any repayment of Incremental Term Loans), (iii) no Default or Event of Default shall exist have occurred and be continuing on such Increase Amount Date before or after giving effect to such New the applicable Incremental Term Loan CommitmentsEffective Date (as hereinafter defined) or shall result from the making of any Incremental Term Loans, as applicable; and (2iv) both before and immediately after giving effect to the making of any New Incremental Term Loans, each Loans and the application of the conditions set forth in Section 5.2 shall be satisfied; (3) proceeds thereof, the Borrower and the Parent shall be in pro forma compliance with the financial covenants set forth contained in Section 9.1 as of the last day of Article VII, such compliance determined with regard to calculations made on a pro forma basis for the most recently ended fiscal quarter Reference Period for which the Administrative Agent and the Lenders have received financial statements and a Compliance Certificate has Certificate, as if such Incremental Term Loans had been delivered after giving effect to made on the first day of such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) period. Such notice from the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably specify the requested by the Agent in connection with any such transactionamount of Incremental Term Loans. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New All Incremental Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of on the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments same day shall be identical deemed to the existing be a separate “Series” of Incremental Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9Loans.

Incremental Term Loans. (a) The Borrower Company may at any time or from time to time after the Restatement Effective Date, by written notice to the AgentAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), up to four (4) times during the term of this Agreement, elect to establish request one or more new additional tranches of term loan commitments loans (the “New Incremental Term Loans”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan Commitments”) to increase the aggregate amount of all Commitments is made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1thereto) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; and (2ii) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with each of the covenants set forth in Section 9.1 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan and the last day of the most recently ended recent completed fiscal quarter of Parent, in each case, as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter of Parent for which a Compliance Certificate has been delivered after giving effect testing compliance therewith. Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans shall not exceed $100,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Loans, (b) shall not mature earlier than the Term Maturity Date (but may have nominal amortization prior to such New Term Loan Commitments; date) and (4c) the New Term Loan Commitments except as set forth above, shall be effected pursuant treated substantially the same as the Term Loans (in each case, including with respect to one or more Additional Credit Extension Amendments executed mandatory and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Registervoluntary prepayments); and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, provided that (i) each New the terms and conditions applicable to Incremental Term Loan Lender shall make a Loan Loans may be materially different from those of the Term Loans to the Borrower (a “New Term Loan”) in an amount equal extent such differences are reasonably acceptable to its New Term Loan Commitment, the Arranger and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment interest rates and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees amortization schedule applicable to the New Incremental Term Loans shall be determined solely by the Borrower Company and the applicable New lenders thereof; provided that the yield with respect to the Incremental Term Loans (taking into account upfront fees paid to Incremental Term Loan lenders) may be no more than 0.50% per annum greater than the then-current yield with respect to the Term Loans at the time the Incremental Amendment becomes effective pursuant to its terms (it being understood that the pricing of the Term Loans will be increased and/or additional fees will be paid to the Term Lenders and to the extent necessary to satisfy such requirement). Each notice from the Company pursuant to this Section shall be set forth in the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender (and each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may, without existing Term Lender will have the consent right to make a portion of any Incremental Term Loan on terms permitted in this Section 2.20 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other Lendersbank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), effect provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such amendments Lender’s or Additional Lender’s making such Incremental Term Loans if such consent would be required under Section 10.07(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and and, as appropriate, the other Loan Documents as may be necessary or appropriateDocuments, in executed by Parent, the opinion of the Agent Borrowers, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Borrower to effect the provision of this Section 2.9.Administrative

Incremental Term Loans. (a) The Borrower may Company shall have the right, at any time and from time to time after the Closing Date by written notice to and in consultation with the Administrative Agent, up to four (4) times during the term of this Agreement, elect to establish one or more new term loan request commitments (the “New Incremental Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date for additional term loans (each, an “Increased Amount DateIncremental Term Loan,” and collectively, the “Incremental Term Loans”) on which the New Term Loan Commitments shall be effectivefrom existing Lenders, which shall be a date one or more Persons that are not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee already Lenders (each, a an “New Additional Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations), or a combination thereof; provided that (i) any Lender approached to provide all or such request for Incremental Term Loans shall be in a portion minimum amount of the New Term Loan Commitments may elect or decline$25,000,000, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and (ii) immediately after giving effect to such New the making of any Incremental Term Loan Commitments Loans, the aggregate of all Revolving Credit Commitment Increases effected and Incremental Term Loans made after the Closing Date shall not exceed $75,000,000 (1without regard to any repayment of Incremental Term Loans), (iii) no Default or Event of Default shall exist have occurred and be continuing on such Increase Amount Date before or after giving effect to such New the applicable Incremental Term Loan CommitmentsEffective Date (as hereinafter defined) or shall result from the making of any Incremental Term Loans, as applicable; and (2iv) both before and immediately after giving effect to the making of any New Incremental Term Loans, each Loans and the application of the conditions set forth in Section 5.2 shall be satisfied; (3) proceeds thereof, the Borrower and the Parent Company shall be in pro forma compliance with the financial covenants set forth contained in Section 9.1 as of the last day of Article VII, such compliance determined with regard to calculations made on a pro forma basis for the most recently ended fiscal quarter Reference Period for which the Administrative Agent and the Lenders have received financial statements and a Compliance Certificate has Certificate, as if such Incremental Term Loans had been delivered after giving effect to made on the first day of such New period. Such notice from the Company shall specify the requested amount of Incremental Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transactionLoans. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New All Incremental Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of on the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments same day shall be identical deemed to the existing be a separate “Series” of Incremental Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9Loans.

Incremental Term Loans. (a) The Borrower may Company shall have the right, at any time and from time to time after the Closing Date by written notice to and in consultation with the Administrative Agent, up to four (4) times during the term of this Agreement, elect to establish one or more new term loan request commitments (the “New Incremental Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date for additional term loans (each, an “Increased Amount DateIncremental Term Loan,” and collectively, the “Incremental Term Loans”) on which the New Term Loan Commitments shall be effectivefrom existing Lenders, which shall be a date one or more Persons that are not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee already Lenders (each, a an “New Additional Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations), or a combination thereof; provided that (i) any Lender approached to provide all or such request for Incremental Term Loans shall be in a portion minimum amount of the New Term Loan Commitments may elect or decline$25,000,000, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and (ii) immediately after giving effect to such New the making of any Incremental Term Loan Commitments Loans, the aggregate of all Revolving Credit Commitment Increases effected and Incremental Term Loans made after the Closing Date shall not exceed $50,000,000 (1without regard to any repayment of Incremental Term Loans), (iii) no Default or Event of Default shall exist have occurred and be continuing on such Increase Amount Date before or after giving effect to such New the applicable Incremental Term Loan CommitmentsEffective Date (as hereinafter defined) or shall result from the making of any Incremental Term Loans, as applicable; (2iv) both before and immediately after giving effect to the making of any New Incremental Term Loans, each Loans and the application of the conditions proceeds thereof, the Company shall be in compliance with the financial covenants contained in Article VII, such compliance determined with regard to calculations made on a pro forma basis for the most recently ended Reference Period for which the Administrative Agent and the Lenders have received financial statements and a Compliance Certificate, as if such Incremental Term Loans had been made on the first day of such period, and (v) the Total Leverage Ratio (as set forth in the Compliance Certificate then most recently delivered to the Administrative Agent and the Lenders) is, after giving pro forma effect to such Incremental Term Loans and the application of the proceeds thereof, at least 0.25% below the maximum level then permitted as set forth in Section 5.2 7.1. Such notice from the Company shall be satisfied; (3) specify the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as requested amount of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Incremental Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transactionLoans. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New All Incremental Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of on the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments same day shall be identical deemed to the existing be a separate “Series” of Incremental Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9Loans.

Incremental Term Loans. The (g) After the Closing Date, the Borrower may by written notice from time to the Agent, up time request that(i) additional term loans be made to four (4it in accordance with this Section 2.1(g) times during the term of this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount DateIncremental Term Loan”) on which the New by delivering a Notice of Incremental Term Loan Commitments Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be effective, which shall be in a date not less than 5 Business Days after the date on which such notice is delivered minimum principal amount equal to the Agentlesser of (x) $20,000,000 and (y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the amount requested advance date of the proposed Incremental Term Loans comprising such New Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan CommitmentsBorrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), which must be at least $15,000,000, and (C) the identity Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of each Lender Notice of Incremental Term Loan(ii) Borrowing, the Borrower shall also deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower certifying (A) that no Default or other Person Event of Default then exists or would be caused thereby; provided, that is an Eligible Assignee (each, a “New if the proceeds of such Tranche of Incremental Term Loan Lender”) to whom such New Term Loan Commitments Loans shall be allocated and the amounts of such allocations; used to consummate a Permitted Acquisition, this clause (A) shall be tested as provided that any Lender approached to provide all or a portion in clause (iii) of the New Term Loan Commitments may elect or declinedefinition of Permitted Acquisition, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided (B) that, both before and after giving effect to a Borrowing of such New Term Loan Commitments (1) no Default or Event Tranche of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Incremental Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 Article VIII on a Pro forma Basis as of the last day most recent four fiscal quarter period for which Consolidated financial statements have been delivered (and showing the calculations thereof); provided, that if the proceeds of such Tranche of Incremental Term Loans shall be used to consummate a Permitted Acquisition, this clause (B) shall be tested as provided in clause (vii) of the most recently ended fiscal quarter for definition of Permitted Acquisition, and (C) the representations and warranties of each Loan Party set forth in Article V of the Credit Agreement are true and correct in all material respects and will be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality or a Material Adverse Effect, in which a Compliance Certificate has been delivered case such representation and warranty shall be true and correct in all respects) on the date of the proposed Borrowing of such Tranche of Incremental Term Loans, before and after giving effect to such New Term Loan Commitments; (4) Borrowing and to the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed application of the proceeds therefrom, as though made on and delivered by the Borroweras of such date, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with than any such transaction. On any Increased Amount Date on which any New Term Loan Commitments representations or warranties that specifically refer to a date other than the date of any Series are effectivesuch Borrowing; provided, subject to that if the satisfaction proceeds of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt such Tranche of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New Incremental Term Loans shall be used to consummate a 52 Permitted Acquisition, this clause (C) may be modified or otherwise waived in whole or in part in a manner determined solely by the Borrower and the applicable New Lenders providing such Tranche of Incremental Term Loans (including by requiring that clause (C) be tested as of the time such Loan Party entered into such Limited Conditionality Purchase Agreement). The sum of (A) all aggregate outstanding principal amounts of all(iii) Tranches of Incremental Term Loans and (B) all unused Incremental Term Loan Commitments of all Tranches of Incremental Term Loans shall not exceed at any time the then current Incremental Amount. Repayments or prepayments of the principal of any Incremental Term Loans may not be reborrowed. Each Tranche of Incremental Term Loans shall bear interest at the Alternate Base Rate or the Adjusted LIBOR Rateapplicable Benchmark plus the Applicable Margin as is set forth in the Notice of Incremental Term Loan Borrowing related to such Tranche, and shall be subject to the amortization set forth in the applicable Notice of Incremental Term Loan Borrowing relating to such Tranche,; provided, however, that to the extent that the Applicable MarginsMargin for the Alternative Base Rate Loans or LIBOR Rate Loansor for such Benchmark under any Tranche of Incremental Term Loans exceed by more than 0.50% the Applicable MarginsMargin for the Alternative Base Rate or for such Benchmark for the existing Term Loan A-2 Facility, determined as of the initial funding date of such Tranche of Incremental Term Loans, the Applicable MarginsMargin for such Alternative Base Rate or for such Benchmark for the existing Term Loans shall be increased so that the Applicable MarginsMargin for the Alternative Base Rate or for such Benchmark, as applicable, on such Tranche of Incremental Term Loans and the existing Term Loan A-2 are equal, and so that the Applicable Margins for the existing Term Loan A-1 are 0.50% lower than the Applicable Margins for such Tranche of Incremental Term Loans and the existing Term Loan A-2. The final maturity date of any Tranche of Incremental Term Loans shall be no earlier than the Maturity Date with respect to the Term Loan A-1 Facility; provided, that if the Maturity Date with respect to the Term Loan A-2 Facility is equal to or less than five (5) years from the initial funding date of such Tranche of Incremental Term Loans, the final maturity date of such Tranche of Incremental Term Loans shall also be no earlier than the Maturity Date with respect to the Term Loan A-2 Facility. The weighted average life of any Tranche of Incremental Term Loans shall be equal to or greater than the weighted average life of the Term Loan A-1 Facility, determined as of the initial funding date of such Tranche of Incremental Term Loans; provided, that if the Maturity Date with respect to the Term Loan A-2 Facility is equal to or less than five (5) years from the initial funding date of such Tranche of Incremental Term Loans, the final average weighted life of such Tranche of Incremental Term Loans shall also be no earlier than the average weighted life with respect to the Term Loan A-2 Facility. Any covenant or Event of Default applicable to any Tranche of Incremental Term Loans (other than those applicable solely after the Maturity Date with respect to the Term Loan A-2) that is more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to all Loans hereunder. All Incremental Term Loans shall for all purposes be Obligations hereunder and under the Loan Documents. Upon receipt of a request for a Tranche of Incremental Term Loans from(iv) the Borrower, the Administrative Agent shall, in consultation with the Borrower, offer one or more Term Lenders, other Lenders or new lenders that are Eligible Assignees, and, with the prior written consent of the Borrower, other new lenders that are not Eligible Assignees, the opportunity, in such amounts as the Administrative Agent, in consultation with the Borrower, shall determine, to participate in the requested Tranche of Incremental Term Loans. Each Term Lender, other Lender or new lender that fails to respond to such a notice in writing in a form acceptable to the Administrative Agent within the period of time provided therein shall be deemed to have elected not to participate in such Tranche of Incremental Term Loans. No Lender or new lender shall have any obligation to fund any Incremental Term Loan, and any decision by a Lender or new lender to fund any Incremental Term Loan shall be made in its sole discretion independently from any other Lender or new lender. 53 If in response to the offer to participate in such Tranche made by the(v) Administrative Agent pursuant to clause (iv) above, the Administrative Agent receives commitments from Lenders and/or from any other Person that (A) qualifies as an Eligible Assignee and is reasonably acceptable to the Borrower and the Administrative Agent and (B) has agreed to become a Lender in respect of all or a portion of such Tranche of Incremental Term Loans (an “Additional Incremental Term Lender”), in excess of the requested Tranche of Incremental Term Loans, the Administrative Agent shall have the right, in its sole discretion but with the consent of the Borrower, to reduce and reallocate (within the minimum and maximum amounts specified by each such Lender or Additional Incremental Term Lender in its notice to the Administrative Agent) the shares of the Incremental Term Loans of the Lenders or Additional Incremental Term Lenders willing to fund (or commit to fund) such Tranche of Incremental Term Loans so that the total committed Incremental Term Loans equal the requested Tranche of Incremental Term Loans. If the Administrative Agent does not receive commitments from Lenders or Additional Incremental Term Lenders in an amount sufficient to fund the requested Tranche of Incremental Term Loans, the Administrative Agent shall so notify Borrower and the request for such Tranche of Incremental Term Loans shall be deemed automatically rescinded; provided, that the Borrower may submit a replacement Notice of Incremental Term Loan Borrowing setting forth different terms for the requested Incremental Term Loan (which replacement shall not be deemed a new request for an Incremental Term Loan for purposes of Section 2.1(g)(ix)). Any Incremental Term Loan Funding Agreement shall become effective(vi) upon the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower signed by each Loan Party, by each Additional Incremental Term Lender and by each existing Lender who has agreed to fund such Tranche of Incremental Term Loans, setting forth the new Tranche of Incremental Term Loans of such Lenders and setting forth the agreement of each Additional Incremental Term Lender to become a party to this Agreement as a Lender and to be bound by all the terms and provisions hereof, together with officer’s certificates and ratification agreements executed by each Loan Party and such evidence of satisfaction of all conditions set forth in Section 4.2 (subject to the provisos of Section 2.1(g)(ii)(A), (B) and (C)), appropriate corporate authorization on the part of each Loan Party with respect to the requested Tranche of Incremental Term Loans, amendments to any other Loan Documents reasonably requested by the Administrative Agent in relation to the requested Tranche of Incremental Term Loans (which amendments to the Loan Documents (other than this Agreement) the Administrative Agent is hereby authorized to execute on behalf of the Lenders), updates or endorsements to policies of title insurance, flood hazard determination certificates (and, if applicable, evidence of flood insurance) with respect to each parcel of property subject to a Mortgage, the results of lien searches from applicable jurisdictions, and such opinions of counsel for the Loan Parties with respect to the requested Tranche of Incremental Term Loans and other assurances as the Administrative Agent may reasonably request. In addition to any prepayments or repayments made pursuant to Sections(vii) 2.12 and 2.13, the principal of the Incremental Term Loans of each Tranche shall be repaid on such dates and in such amounts as may be set forth in the Notice of Incremental Term Loan Borrowing for such Tranche, to be applied to the unpaid principal amount of the Incremental Term Loans for such Tranche for which such payment relates. Notwithstanding anything herein to the contrary, the entire outstanding principal balance of all Tranches of Incremental Term Loans shall be due and payable in full in cash on the Maturity Date as specified in clause (d) of the definition thereof. The Administrative Agent shall record relevant information regarding(viii) each applicable Tranche of Incremental Term Loans (including information with respect to Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may, without the consent of any other Incremental Term Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, ) in the opinion of the Agent and the Borrower Register in accordance with Section 11.7(c); provided, however, that failure to effect the provision of this Section 2.9.make 54

Incremental Term Loans. The Borrower may at any time or from time to time after the Restatement Date, by written notice to the AgentAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), up to four (4) times during the term of this Agreement, elect to establish request one or more new additional tranches of term loan commitments loans (the “New "Incremental Term Loans"), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan Commitments”) to increase the aggregate amount of all Commitments is made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1thereto) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitmentsexist, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3ii) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 Financial Performance Covenants determined on a pro forma basis as of the last day of the most recently ended fiscal quarter of the Borrower as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter of the Borrower for which testing compliance therewith (and, for purposes of Section 6.11, as if such Incremental Term Loans had been outstanding during the period of four consecutive fiscal quarters of the Borrower then ended), (iii) the Borrower shall have delivered a Compliance Certificate has been delivered certificate certifying as to clauses (i) and (ii) to the Administrative Agent, together with all calculations related thereto and (iv) after giving effect thereto, the Collateral and Guaranty Requirement shall have been satisfied. Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $50,000,000 and be in an integral multiple of $1,000,000. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans shall not exceed $200,000,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the date falling six months after the Term Loan Maturity Date (but may, subject to clause (c) below, have amortization prior to such New date), (c) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the Term Loans and (d) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans maturing after the Term Loan Commitments; Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan Maturity Date and (4ii) the New Incremental Term Loan Commitments Loans may be priced differently than the Term Loans, provided further that (i) if the Applicable Margin (which, for such purposes only, shall be effected deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to any Incremental Term Loans exceeds the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Amendment by more than 0.25%, the Applicable Margin relating to the Term Loans shall be adjusted to be equal to the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.25%. Each notice from the Borrower pursuant to one this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender or more by any other bank or other financial institution (any such other bank or other financial institution being called an "Additional Credit Extension Amendments Lender"), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender's or Additional Lender's making such Incremental Term Loans if such consent would be required under Section 9.04(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an "Incremental Amendment") to this Agreement and, as appropriate, the other Loan Documents, executed and delivered by the Borrower, the New Term Loan each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Borrower Administrative Agent, to effect the provision provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an "Incremental Facility Closing Date") of each of the conditions set forth in Section 2.94.01 (it being understood that all references to "the date of such Borrowing" in such Section 4.01 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. No more than four Incremental Facility Closing Dates may be selected by the Borrower. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees.

Incremental Term Loans. (a) The Borrower may may, at any time prior to the Term Maturity Date, subject to the terms and conditions set forth herein, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each Lender), up to four (4) times during the request additional term of this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date loans (each, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments (1) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Incremental Term Loan”) from one or more lenders, which may include any existing Lender; provided that the aggregate amount of Incremental Term Loans made at any time pursuant to this Section shall in no event exceed the Incremental Term Loan Amount at such time; provided further that each Incremental Term Loan Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Borrower (which approvals shall not be unreasonably withheld) and shall become a Lender under this Agreement pursuant to an Incremental Facility Amendment referred to in paragraph (c) below. Any Incremental Term Loan (i) shall rank pari passu in right of payment and rights in respect of the Collateral and the Guarantees under the Collateral Agreement with the Revolving Loans and the Term Loans, (ii) shall be in a multiple of $5,000,000 and a minimum amount of $25,000,000 (or in an amount equal to its New the remaining Incremental Term Loan Commitment, Amount) and (iiiii) each New Term Loan Lender other than terms relating to maturity, amortization and pricing, shall become a Lender hereunder have the same terms (including rights with respect to voluntary and mandatory prepayments) as the New Term Loans; provided that (A) if the rate of interest (which, for such purpose only, shall be deemed to include all upfront or similar fees or original issue discount) relating to any Incremental Term Loan Commitment and exceeds the New Applicable Rate (which, for such purpose only, shall be deemed to include all upfront or similar fees or original issue discount payable to the Lenders providing the Term Loans) relating to the Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt by more than 0.25% per annum (determined, in the case of upfront fees or original issue discount, on the basis of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions original weighted average life to maturity of the New Term Loans and New the Incremental Term Loan Commitments shall be identical Loan), the Applicable Rate relating to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by adjusted to equal the Borrower and rate of interest relating to the applicable New Incremental Term Loan Lenders minus 0.25% per annum and (B) each Incremental Term Loan shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment mayhave a final maturity date not earlier than the Term Maturity Date and scheduled quarterly amortization, without expressed as a percentage of principal, not greater for any quarter than 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 opinion scheduled amortization of the Agent and the Borrower to effect the provision of this Section 2.9Term Loans for such quarter.

Incremental Term Loans. The Borrower Company and any one or more Lenders or New Lenders may by written notice from time to the Agenttime agree that such Lenders shall make one or more Incremental Term Loans, up to four (4) times during the term which shall constitute Loans for all purposes of this Agreement, elect by executing and delivering to establish one or more new term loan commitments (the “New Administrative Agent an Incremental Term Loan Commitments”) to increase Notice, substantially in the aggregate amount form of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date (eachExhibit A-4, an “Increased Amount Date”) on which the New Term Loan Commitments shall be effective, which shall be a date not less than 5 10 Business Days after the date on which such notice is delivered prior to the AgentApplicable Incremental Term Loan Closing Date, specifying (Bi) the principal amount of such New Incremental Term Loan, (ii) the applicable Incremental Term Loan CommitmentsClosing Date, which must be at least $15,000,000(iii) the applicable Incremental Term Loan Maturity Date, (iv) the amortization schedule for such Incremental Term Loan and (Cv) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Applicable Margin for such Incremental Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount DateLoan; provided that, both before and (A) after giving pro forma effect to the making of such New Incremental Term Loan Commitments and any Permitted Acquisition to be financed with the proceeds thereof, the Leverage Ratio shall be less than or equal to 3.50:1.00 (1disregarding any increase in Consolidated Adjusted EBITDA that was attributable to the application of the proceeds of the exercise of a Cure Right with respect to any Fiscal Quarter during a four Fiscal Quarter period ended on the last day of such Fiscal Quarter), (B) no Default or Event of Default shall exist on such Increase Amount Date before has occurred and is continuing or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and would result after giving effect to the making of any New such -45- Incremental Term Loans, each Loan or the application of the conditions proceeds therefrom, (C) the calculation of interest in respect of such Incremental Term Loan as set forth in Section 5.2 the applicable Incremental Term Loan Notice is based on the Base Rate or the Eurodollar Rate as defined substantially in this Agreement and the maximum Applicable Margin in respect of such Incremental Term Loan shall not be satisfied; greater than 0.50% above the Applicable Margin then in effect, or which could be in effect under any set of circumstances thereafter, for the Term Loan, (3D) such Incremental Term Loan shall otherwise be on the same terms and conditions as those generally applicable to the Loans made under this Agreement, (E) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in aggregate principal amount outstanding of Incremental Term Loans pursuant to this Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered 2.2 after giving effect to such New Incremental Term Loan Commitments; shall not exceed $150,000,000, (4F) each borrowing of an Incremental Term Loan pursuant to this Section 2.2 shall be in a minimum amount of (I) $25,000,000 or (II) the New difference of $150,000,000 and the sum of the aggregate principal amount of all Incremental Term Loans then outstanding, (G) the average weighted maturity of all Incremental Term Loans outstanding, after giving effect to such Incremental Term Loan, shall not be less than the remaining term of the Term Loan, (H) any Incremental Term Loan Commitments Maturity Date shall be effected pursuant to one on or more Additional Credit Extension Amendments after the Term Loan Maturity Date and (I) the Chief Financial Officer of each of Holdings and Company shall have executed and delivered by to the Borrower, Administrative Agent on the New Incremental Term Loan Lender and Closing Date an officer's certificate certifying compliance with the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision requirements of this Section 2.92.2.

Incremental Term Loans. The Borrower may On up to one occasion after the Closing Date so long as no Indebtedness in respect of any Permitted Take-Out Financing has been incurred, subject to the terms and conditions set forth herein, the Borrowers may, by written notice to the AgentAdministrative Agent (whereupon the Administrative Agent shall promptly make available to each of the Lenders), up request to four (4) times during the term of this Agreement, elect to establish effect one or more new tranches of term loan commitments loans hereunder (the “New Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each any such notice shall specify (A) the date (eachterm loan, an “Increased Amount DateIncremental Term Loan”) on which the New from one or more Lenders or Eligible Assignees (each an “Incremental Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) that are reasonably satisfactory to whom such New Term Loan Commitments shall be allocated the Administrative Agent in a minimum aggregate principal amount of $200,000,000 and the amounts of such allocationsin an aggregate principal amount not to exceed $900,000,000; provided that any Lender approached to provide all or a portion at the time of such request and upon the effectiveness of the New Increase Joinder with respect to the Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments Loans (1A) no Default or Event of Default shall exist on have occurred and be continuing or would result therefrom, (B) the maturity date of any Incremental Term Loans shall not be earlier than 91 days after the latest Maturity Date at the time such Increase Amount Date before or after giving effect to such New Incremental Term Loan Commitments, as applicable; (2) both before is established and after giving effect such Incremental Term Loans shall not have per annum amortization prior to the making final maturity in excess of any New Term Loans, each 1% of the conditions set forth in Section 5.2 shall be satisfied; original principal amount thereof, (3C) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 as of the last day of the most recently ended fiscal quarter for which a Compliance Certificate has been delivered after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrowerpricing, the New Term Loan Lender and the Agentinterest rate margins, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effectiverate floors, fees, premiums, funding discounts and, subject to clause (B), the satisfaction of the foregoing terms maturity and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New amortization schedule for any Incremental Term Loans shall be determined by the Lead Borrower and the Incremental Term Lenders, (D) (i) the Incremental Loans shall be secured solely by the Collateral with the priority specified in the proviso to Section 8.03 and (ii) no Incremental Loans shall be guaranteed by entities other than the Guarantors and (E) the Increase Joinder may include additional restrictions on Dispositions of and Liens on Incremental Term Loan Priority Collateral and provisions for mandatory prepayments from the net cash proceeds of dispositions (including in connection with casualty events and governmental takings) of Incremental Term Loan Priority Collateral, on terms reasonably satisfactory to the Lead Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9Administrative Agent.

Incremental Term Loans. (a) The US Borrower may at any time, by written notice to the AgentAdministrative Agent (which shall promptly deliver a copy to each of the Lenders), up to four (4) times during the term of this Agreement, elect to establish request one or more new additional tranches of term loan commitments (the “New Term Loan Commitments”) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date loans (each, an “Increased Amount DateIncremental Term Loan”); provided, that (i) on which at the New time that any such Incremental Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, made (B) the amount of such New Term Loan Commitments, which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect to such New Term Loan Commitments thereto), (1A) no Default or Event of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitmentshave occurred and be continuing, as applicable; (2B) both before and after giving effect to the making of any New Term Loans, each incurrence of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower Incremental Term Loans and the Parent shall be in pro forma compliance with application of the covenants set forth in Section 9.1 proceeds therefrom, as of the last day of the most recently ended period of four fiscal quarter for which quarters of the US Borrower, the Total Leverage Ratio on a Compliance Certificate Pro Forma Basis shall not exceed 4.50 to 1.00 and the Senior Secured Leverage Ratio on a Pro Forma Basis shall not exceed 2.50 to 1.00 (such calculations to include, in each case, to the extent any Permitted Acquisition, any acquisition permitted under Section 7.02(t) or Subsidiary Redesignation has been delivered occurred during such period of four fiscal quarters, giving effect thereto on a Pro Forma Basis), (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect thereto on a Pro Forma Basis) after giving effect to the incurrence of such New Incremental Term Loan Commitments; Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (4D) the New incurrence of any such Incremental Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered Loans has been duly authorized by the US Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5E) the US Borrower shall deliver or cause to be has delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of Administrative Agent a certificate to the foregoing terms and conditionseffect set forth in clauses (A), (iB), (C) each New Term Loan Lender shall make a Loan to the Borrower and (a “New Term Loan”D) in an amount equal to its New Term Loan Commitmentabove, together with all relevant calculations related thereto; and (ii) each New the US Borrower shall, promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans (and in any event no later than 120 days after such receipt of proceeds), utilize such proceeds to redeem, repurchase or repay US Borrower 2019 Notes or Permitted Subordinated / Senior Refinancing Indebtedness in respect thereof in accordance with Section 7.12(a)(iv) (and, at the option of the US Borrower, pay related transaction costs), or finance any Permitted Acquisition, any acquisition permitted under Section 7.02(t) or for other general corporate purposes. The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $400,000,000 (plus the aggregate principal amount of all voluntary prepayments of Term Loans made after the 2010 Restatement Effective Date under Section 2.11, other than voluntary prepayments constituting ECF Prepayment Credits), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Tranche D Term Loan Lender Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall become not have a Lender hereunder weighted average life that is shorter than that of any Tranche of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Tranche D Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments). In lieu of requesting an additional tranche of term loans, the New Term Loan Commitment and US Borrower may, in such notice, request that the New Incremental Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New constitute additional Tranche D Term Loans and New Term Loan Commitments which shall be have terms identical to the existing Tranche D Term Loans except that the upfront fees applicable to the New Term Loans Loans. Such notice shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may(1) the requested amount of Incremental Term Loans, 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 opinion of the Agent and the Borrower to effect the provision together with all relevant calculations confirming compliance with sub-clause (i) of this Section 2.92.23(a), and (2) the proposed terms of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Tranche D Term Loans which shall have terms identical to the existing Tranche D Term Loans).

Incremental Term Loans. The (i) Following the Closing Date, the Borrower may by written notice from time to time prior to the Agent, up Maturity Date with respect to four (4) times during the term of this Agreement, elect to establish one or more new term loan commitments (the “New Term Loan Commitments”Facility, request that additional term loans be made to it in accordance with this Section 2.1(e) to increase the aggregate amount of all Commitments made under this Agreement to not more than $400,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount DateIncremental Term Loan”) on which the New by delivering a Notice of Incremental Term Loan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered Borrowing to the Administrative Agent, specifying (Bsubject to the restrictions set forth in Section 2.1(e)(ii)) therein (v) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof), (w) the requested advance date of the proposed Incremental Term Loans comprising such New Tranche (which shall be not less than thirty (30) days from the date of delivery of the Notice of Incremental Term Loan Commitments, Borrowing (or such shorter period of time as to which must be at least $15,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Term Loan Commitments Administrative Agent may elect or decline, agree in its sole discretion)), (x) the Interest Rate Option(s) and the Applicable Margin(s) to provide a New be applicable to all Incremental Term Loans in such Tranche, (y) the amortization for all Incremental Term Loans in such Tranche, and (z) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(e)(iv), each Notice of Incremental Term Loan CommitmentBorrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties. Such New At the time of delivery of each Notice of Incremental Term Loan Commitments Borrowing, the Borrower shall become effective, as also deliver to the Administrative Agent a certificate of such Increased Amount Date; provided an Authorized Officer of the Borrower certifying (1) that, both before and after giving effect to a Borrowing of such New Term Loan Commitments (1) no Default or Event Tranche of Default shall exist on such Increase Amount Date before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any New Incremental Term Loans, each of the conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the Parent shall be in pro forma compliance with the covenants set forth in Section 9.1 Article VIII as of the last day of the most recently ended fiscal quarter recent period for which a Compliance Certificate has financial statements have been delivered after giving effect to such New Term Loan Commitments; (and showing the calculations thereof), and (2) that no Default or Event of Default then exists or would be caused thereby. There shall be no more than four (4) the New Tranches of Incremental Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be identical to the existing Term Loans except that the upfront fees applicable to the New Term Loans shall be determined solely by the Borrower and the applicable New Term Loan Lenders and shall be set forth in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension 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 opinion of the Agent and the Borrower to effect the provision of this Section 2.9Loans.