Common use of Incremental Term Loans Clause in Contracts

Incremental Term Loans. Subject to Section 2.17, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereof.

Incremental Term Loans. Subject to Section 2.17, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, (i) The Borrower may at any time and from time prior to time during the period from the effective date Term Loan Maturity Date request one or more Borrowings of the applicable additional Term Loans (each, an “Incremental Term Loan Agreement to sixty (60) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan AgreementLoan”); provided, however, that the Borrower may shall not make such a request more than two if the conditions set forth in Section 2.17(i) are not satisfied. Any such request shall be submitted by the Borrower to the Administrative Agent (2which shall promptly forward copies to the existing Term Lenders), specify the proposed Incremental Effective Date (as defined below) draws with respect to each Series and amount of Incremental Term Loans, one of which must be on the effective date of the applicable such proposed Incremental Term Loan Agreement. Once repaid Borrowing and be accompanied by a certificate of a Responsible Officer of the Borrower certifying that no Event of Default exists or prepaid, will occur as a result of such Incremental Term Loans may not Loan Borrowing. Only those existing Term Lenders that agree to extend an Incremental Term Loan as part of such Incremental Term Loan Borrowing (each, an “Incremental Term Lender”) and those New Lenders that agree to extend an Incremental Term Loan as part of such Incremental Term Loan Borrowing that shall be reborrowed; provided that entitled to receive any fees in connection with such Incremental Term Loan Borrowing. No Term Lender shall have any obligation, express or implied, to offer any Incremental Term Loan. Only the consent of each Incremental Term Lender shall be required for an advance of an Incremental Term Loan pursuant to this Section 2.01(b) shall 2.17(a). No Term Lender that elects not limit the Borrower’s right to request additional advance an Incremental Term Loans pursuant to Section 2.17 hereofLoan may be replaced in respect of its existing Term Loan as a result thereof without such Term Lender’s written consent.

Incremental Term Loans. Subject On the terms and subject to the conditions of this Agreement, if there is to be an Incremental Term Loan Borrowing pursuant to Section 2.17, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make and New Lender that has an Incremental Term Loan Commitment with respect to such Incremental Term Loan Borrowing hereby severally agrees to advance to the BorrowerBorrower in a single advance on the Incremental Effective Date specified for such Incremental Term Loan Borrowing pursuant to Section 2.17 an Incremental Term Loan in Dollars; provided, at any time however, that (A) the principal amount of the Incremental Term Loan made by such Incremental Term Lender or New Lender shall not exceed the Incremental Term Loan Commitment of such Incremental Term Lender or New Lender with respect to such Incremental Term Loan Borrowing and from time (B) the aggregate principal amount of all Incremental Term Loans made by all such Incremental Term Lenders and New Lenders shall not exceed the aggregate amount of all Incremental Term Loan Commitments with respect to time during the period from the effective date of such Incremental Term Loan Borrowing. The Incremental Term Loans shall be made on a pro rata basis by the applicable Incremental Term Loan Agreement to sixty (60) days following such date, which Lenders and New Lenders in accordance with their respective Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Proportionate Shares of such Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term LoansBorrowing, in each case to the extent provided for in the relevant with such Incremental Term Loan Agreement; and (iii) shall Borrowing to be made comprised of an Incremental Term Loan by each such Incremental Term Lender in an aggregate principal amount which does not exceed the or New Lender equal to such Incremental Term Commitment Lender’s or New Lender’s Incremental Term Proportionate Share of such Incremental Term Lender (as set forth in Loan Borrowing. The Borrower may not reborrow the relevant principal amount of an Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid after repayment or prepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereofprepayment thereof.

Incremental Term Loans. Subject to Section 2.17At any time after the Closing Date, but not more than twice, the other terms and conditions set forth herein and Company may request that the relevant Aggregate Term Loan Commitment be increased from zero in order to accommodate an incremental single-draw installment of Term Loans (each, an “Incremental Term Loan Agreement, Loan”) solely with the consent of each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth participating in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement)Loan; provided, however, that without the Borrower prior written consent of each Lender, the aggregate initial principal amount of all Incremental Term Loans made pursuant to this Section 2.2(b), together with the aggregate amount of all increases in the Aggregate Revolving Loan Commitment pursuant to Section 2.5(c), shall not exceed $300,000,000. Each such request shall be in a minimum amount of at least $10,000,000 and increments of $5,000,000 in excess thereof. Each request shall be made in a written notice given to the Agent and the Term Loan Lenders by the Company not less than twenty (20) Business Days prior to the proposed effective date of such increase, which notice (a “Term Loan Commitment Increase Notice”) shall specify the amount of the proposed amount of the increase in the Aggregate Term Loan Commitment, the corresponding amount of the Incremental Term Loan and the proposed effective date therefor, which shall also be the proposed Borrowing Date for such Incremental Term Loan. In the event of such a Term Loan Commitment Increase Notice, each of the Term Loan Lenders shall be given the opportunity to participate in the requested Incremental Term Loan in proportion to their respective then current Term Loan Pro Rata Shares thereof. On or prior to the date that is fifteen (15) Business Days after receipt of the Term Loan Commitment Increase Notice, each Term Loan Lender shall submit to the Agent a notice indicating the maximum amount by which it is willing to assume an Incremental Term Loan Commitment in connection with such Term Loan Commitment Increase Notice (any such notice to the Agent being herein a “Term Loan Lender Increase Notice”). Any Term Loan Lender which does not submit a Term Loan Lender Increase Notice to the Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied an Incremental Term Loan Commitment. In the event that the Incremental Term Loan Commitments set forth in the Term Loan Lender Increase Notices exceed the amount requested by the Company in the Term Loan Commitment Increase Notice, the Agent and the Arrangers for the Term Loan Facility shall have the right, with the consent of the Company, to allocate the amount of Incremental Term Loan Commitments necessary to meet the Company’s Term Loan Commitment Increase Notice. In the event that the Term Loan Lender Increase Notices are less than the amount requested by the Company, not later than three (3) Business Days prior to the proposed effective date the Company may notify the Agent of any financial institution that shall have agreed to become a “Term Loan Lender” party hereto (a “Proposed New Term Loan Lender”) in connection with the Term Loan Commitment Increase Notice. Any Proposed New Term Loan Lender shall be subject to the consent of the Agent (which consent shall not request more be unreasonably withheld or delayed). If the Company shall not have arranged any Proposed New Term Loan Lender(s) to commit to the shortfall from the Term Loan Commitment Increase Notice, then the Company shall be deemed to have reduced the amount of its Term Loan Commitment Increase Notice to the aggregate amount set forth in the Term Loan Lender Increase Notices. Based upon the Term Loan Commitment Increase Notice, any allocations made in connection therewith and any notice regarding any Proposed New Term Loan Lender, if applicable, the Agent shall notify the Company and all of the Lenders (including the Revolving Lenders) on or before the Business Day immediately prior to the proposed effective date of the amount of each Term Loan Lender’s and Proposed New Term Loan Lender’s incremental Term Loan Commitment (the “Effective Term Loan Commitment Amount”) and the aggregate amount of the Incremental Term Loans, which amounts shall be effective on the following Business Day (which shall also be the Borrowing Date for such Incremental Term Loan). Without limiting the provisions of Section 4.3, any increase in the Aggregate Term Loan Commitment and the concurrent funding of any Incremental Term Loans shall be subject to the following conditions precedent: (I) as of the date of the Term Loan Commitment Increase Notice and as of the proposed effective date of the increase in the Aggregate Term Loan Commitment all representations and warranties shall be true and correct in all material respects as though made on such date (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date) and no event shall have occurred and then be continuing which constitutes a Default or Unmatured Default, (II) the Borrowers, the Agent and each Proposed New Term Loan Lender or Term Loan Lender that shall have agreed to provide a “Term Loan Commitment” in support of such Incremental Term Loan shall have executed and delivered a Commitment and Acceptance, (III) counsel for the Borrowers and for the Guarantors shall have provided to the Agent supplemental opinions in form and substance reasonably satisfactory to the Agent and (IV) the Borrowers and each Proposed New Term Loan Lender shall otherwise have executed and delivered such other instruments and documents as may be required under Article IV or that the Agent shall have reasonably requested in connection with such increase. If any fee shall be charged by the Term Loan Lenders in connection with any such increase, such fee shall be in accordance with then prevailing market conditions, which market conditions shall have been reasonably documented by the Agent to the Company. No less than two (2) draws with respect Business Days prior to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable increase of the Aggregate Term Loan Commitment, the Agent shall notify the Company of the amount of the fee to be charged by the Term Loan Lenders, and the Company may, at least one (1) Business Day prior to such effective date, cancel its request for the commitment increase. If the commitment increase is cancelled pursuant to the immediately preceding sentence, the Company’s cancelled increase request shall not be counted towards the Company’s two Incremental Term Loan Agreementrequests permitted by the first sentence of this Section 2.2(b). Once repaid Upon satisfaction of the conditions precedent to any increase in the Aggregate Term Loan Commitment, the Agent shall promptly advise the Company and each Lender (including the Revolving Lenders) of the effective date of such increase. Upon the effective date of any increase in the Aggregate Term Loan Commitment that is supported by a Proposed New Term Loan Lender, such Proposed New Term Loan Lender shall be a party to this Agreement as a Term Loan Lender and shall have the rights and obligations of a Term Loan Lender hereunder. Nothing contained herein shall constitute, or prepaidotherwise be deemed to be, a commitment on the part of any Term Loan Lender to increase its Term Loan Commitment hereunder at any time. Each Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) Loan shall not limit mature on the Borrower’s right to request additional Incremental Term Loans Revolving Loan Termination Date and shall amortize pursuant to Section 2.17 hereofparagraph (c)(i) below in installments proportionate to the then remaining installments of the Initial Term Loans.

Incremental Term Loans. Subject to Section 2.17, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental of up to $500,000,000 may be borrowed hereunder pursuant to one or more Term Commitment of such Incremental Term Lender (as set forth Loan Supplements and may share pari passu in the relevant Incremental Collateral; provided that (i) Term Loan Agreement); provided, however, that Lenders reasonably acceptable to the Borrower may not request more than two (2) draws with respect Administrative Agent are willing to each Series of Incremental provide such Term Loans, one (ii) such Term Loans mature no earlier than August 16, 2014, (iii) the Net Cash Proceeds received from the incurrence of which must such Term Loans shall be used to redeem Senior Notes that mature prior to the Revolving Credit Termination Date and (iv) after giving effect to such incurrence and redemption, the Borrower will be in compliance with Sections 5.11 and 5.12 for the four Fiscal Quarters most recently ended on or prior to the date of such incurrence and redemption as if such incurrence and redemption had occurred on the effective date first day of such period. Each Term Loan Supplement shall (i) specify the aggregate principal amount of the applicable Incremental related Class of Term Loans, (ii) identify the initial Term Loan Agreement. Once repaid or prepaidLenders providing such Term Loans, Incremental and the respective principal amounts to be provided by each, (iii) specify the applicable Maturity Date for such Class of Term Loans, which shall comply with clause (ii) of the preceding sentence, (iv) specify any scheduled amortization prior to the Maturity Date of such Class of Term Loans, which shall not exceed 1% of the initial aggregate principal amount thereof in any calendar year prior to 2013, (v) specify the terms of any optional and mandatory prepayments of such Class of Term Loans, including applicable prepayment premiums, if any, (vi) specify any limitations on any subsequent Classes of Term Loans may not to be reborrowed; provided that incurred hereunder (in addition to those specified in this Section 2.01(b2.01(c)), (vii) shall specify such other terms and conditions relating to such Class of Term Loans as are not limit materially inconsistent with the other provisions of this Agreement and the other Loan Documents and (viii) be executed and delivered by the Borrower’s right to request additional Incremental , the Administrative Agent and each initial Term Loans pursuant to Section 2.17 hereofLoan Lender of such Class.

Incremental Term Loans. Subject to Section 2.17(a) The Borrower may, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during after the period from Restatement Effective Date, by notice to the effective date Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the applicable Incremental Term Loan Agreement to sixty Lenders), request one or more tranches of term loans hereunder (60) days following such datecollectively, which the “Incremental Term Loans: ”); provided that (i) may only be incurred on both at the date or dates set forth in time of any such request and at the relevant time that any such Incremental Term Loan Agreement; Loans are made, no Default or Event of Default shall have occurred and be continuing or result therefrom, (ii) may be the aggregate amount of such Incremental Term Loans, taken together with all Incremental Term Loans previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made in pursuant to Section 2.19, does not exceed $500,000,000, (iii) the form final stated maturity date of a new Series such tranche of Incremental Term Loans or additional Incremental Term Loans under an existing Series shall not be earlier than the Maturity Date in effect at the time of the incurrence of such Incremental Term Loans, in each case to the extent provided for in the relevant (iv) such tranche of Incremental Term Loan Agreement; and Loans shall rank pari passu in right of payment with the Revolving Loans, (iiiv) shall be made by each such Incremental Term Lender in an aggregate principal amount which does Loans shall not exceed be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (vi) the Incremental Term Commitment of terms, conditions and documentation governing such Incremental Term Lender Loans (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional TL Lenders (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2defined below) draws with respect to each Series of providing such Incremental Term Loans, one of which must be on than those terms and conditions applicable to the effective date Lenders with respect to the Revolving Loans (except for covenants or other provisions applicable only to periods after the latest Maturity Date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereofRevolving Loans).

Incremental Term Loans. Subject Incremental Term Loan Facilities and Incremental Term Loans may be made hereunder pursuant to Section 2.17a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other terms and conditions set forth herein and Loan Documents, executed by the relevant Incremental Term Loan AgreementBorrower, each Incremental Term Loan Lender severally agrees (including any new Lender becoming a party to make this Agreement as an Incremental Term Loan Lender) with respect to such Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything to the Borrowercontrary in Section 11.01, at the Incremental Term Loan Facility Amendment may, without the consent of any time other Lenders, effect such amendments to this Agreement and from time the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to time during effectuate the period from provisions of this Section 2.15. Each Incremental Term Loan Facility and the effective date of related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Agreement Facility Amendment with respect to sixty (60) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in Facility and, if the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment terms of such Incremental Term Lender Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as set forth in any then existing Term Facility, such terms shall be reasonably acceptable to the relevant Administrative Agent and each Incremental Term Loan Agreement); providedLender, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, but such Incremental Term Loans may will not be reborrowed; provided that this Section 2.01(bin any event have a maturity date earlier than the latest Maturity Date (including any extension option) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereofof any then existing Facility.

Incremental Term Loans. Subject to Section 2.17, and upon the other terms and conditions set forth herein and the relevant herein, each Lender with an Incremental Term Loan Agreement, each Commitment for a given Tranche of Incremental Term Lender Loans severally agrees to make a term loan or term loans (each, an “Incremental Term Loan to Loan” and, collectively, the Borrower, at any time and from time to time during the period from the effective date of the applicable “Incremental Term Loan Agreement Loans”) to sixty (60) days following such dateCompany, which Incremental Term Loans: Loans (i) may only shall be incurred pursuant to a single drawing on the date or dates set forth in the relevant respective Incremental Term Loan Agreement; Funding Date, (ii) may shall be made denominated in Dollars, (iii) except as hereinafter provided, shall, at the form option of a new Series of Incremental Term Company, be incurred and maintained as, and/or converted into, Base Rate Loans or additional Incremental Term Loans under an existing Series of Incremental Term LIBOR Loans, in each case to the extent provided and (iv) shall not exceed for in the relevant any such Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender (as set forth in for such Tranche on the relevant respective Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan AgreementFunding Date. Once repaid or prepaidrepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b. The Incremental Term Loan Commitments under a given Tranche (and the Incremental Term Loan Commitment of each Lender in respect of such Tranche) shall not limit terminate in its entirety on the Borrower’s right to request additional Incremental Term Loan Funding Date for such Tranche of Incremental Term Loans pursuant (after giving effect to Section 2.17 hereofthe incurrence of the Incremental Term Loans of such Tranche on such date).

Incremental Term Loans. Subject (a) At any time prior to Section 2.17the Term Loan Maturity Date, the other terms and conditions set forth herein and the relevant Incremental Term Loan AgreementBorrower may, each Incremental Term Lender severally agrees to make an Incremental Term Loan by notice to the BorrowerAdministrative Agent, at any time and from time which shall promptly deliver a copy thereof to time during the period from the effective date each of the applicable Lenders (the "Incremental Term Loan Agreement to sixty Facility Notice"), request the addition of a new tranche of term loans hereto (60) days following such date, which the "Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement"); provided, however, that both (x) at the time of any such request and (y) after giving effect to any such Incremental Term Loans, no Default shall exist and the Borrower shall be in compliance with each Financial Performance Covenant (calculated, 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) be in an aggregate principal amount not in excess of $250,000,000 but in no event less than $50,000,000, (ii) rank pari passu in right of payment and of security with the other Loans (and the Additional Funded LC Facility (if any)), (iii) mature and amortize in a manner reasonably acceptable to the Initial Lenders, but in any event have an average weighted life equal to or longer than the Term Loans and mature on a date no earlier than the Term Loan Maturity Date, (iv) have such pricing as may not request more than two (2) draws be agreed by the Borrower and the Persons providing such Incremental Term Loans; provided, that the yield with respect to each Series the Incremental Term Loans (taking into account upfront fees paid to Incremental Term Loan lenders) may be no more than 0.25% per annum greater than the then-current yield with respect to the Term Loans and the Additional Funded LC Facility (if any) the time the Incremental Facility Amendment (as defined below) becomes effective pursuant to its terms (it being understood that the pricing of the Term Loans and/or the Additional Funded LC Facility (if any) will be increased and/or additional fees will be paid to the Term Lenders or Additional Funded LC Facility lenders (if any) to the extent necessary to satisfy such requirement), and (v) otherwise be treated hereunder substantially the same as (and in any event no more favorably than) the Term Loans (including with respect to the voluntary and mandatory prepayment provisions); provided, that the terms and provisions applicable to the Incremental Term Loans may provide for financial or other covenants different or in addition to those applicable to the Term Loans and the Additional Funded LC Facility (if any) only to the extent that such terms and provisions are applicable only during periods after the Term Loan Maturity Date. The Incremental Facility Notice shall (i) set forth the requested amount of Incremental Term Loans, one (ii) offer each Lender the opportunity to offer a commitment (the "Incremental Commitment") to provide Incremental Term Loans by giving written notice of which must be on such offered commitment to the effective date Administrative Agent and the Borrower prior to the termination of the applicable general syndication of the Incremental Term Loans and (iii) be provided to each existing Lender not less than five Business Days prior to the commencement of the general syndication of the Incremental Term Loans; provided, however, that no existing Lender will be obligated to subscribe for any portion of such commitments. At any point during or after the expiration of the Incremental Term Loan Agreement. Once repaid Offer Period, the Borrower shall have the right to arrange for one or prepaid, more banks or other financial institutions (any such bank or other financial institution being called an "Additional Term Loan Lender") to extend commitments to provide Incremental Term Loans; provided that the Additional Term Loan Lenders shall be offered the opportunity to provide the Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit only on terms previously offered to the Borrower’s right existing Lenders pursuant to request additional the Incremental Facility Notice. Each Commitment in respect of Incremental Term Loans shall become a Commitment under this Agreement and the facility for the Incremental Term Loans shall be implemented hereunder pursuant to an amendment to this Agreement (an "Incremental Facility Amendment") executed by each of the Borrower, Allied Waste, each other Loan Party, each Lender agreeing to provide an Incremental Commitment, if any, each Additional Term Loan Lender, if any, and the Administrative Agent, which Incremental Facility Amendment will not require the consent of any other Lender. The effectiveness of any Incremental Facility Amendment shall (in addition to any other conditions specified therein) 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 2.17 hereof4.02.

Incremental Term Loans. Subject to Section 2.17, and upon the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreementherein, (a) each Incremental Term B-1 Lender party hereto severally agrees to make an make, on the Amendment No. 1 Closing Date (as defined below), term loans (collectively, the “Incremental Term Loan B-1 Loans”) in Dollars to the Borrower, at any time and from time Borrower in an amount equal to time during the period from the effective date of the applicable commitment amount set forth next to such Incremental Term Loan Agreement B-1 Lender’s name in Schedule 1A hereto under the caption “Incremental Term B-1 Commitment” (the “Incremental Term B-1 Commitment”) and (b) each Incremental Term B-2 Lender party hereto severally agrees to sixty make, on the Amendment No. 1 Closing Date, term loans (60) days following such datecollectively, which the “Incremental Term B-2 Loans” and, together with the Incremental Term B-1 Loans, the “Incremental Term Loans: ”) in Dollars to the Borrower in an amount equal to the commitment amount set forth next to such Incremental Term B-2 Lender’s name in Schedule 1B hereto under the caption “Incremental Term B-2 Commitment” (i) may only be incurred the “Incremental Term B-2 Commitment” and, together with the Incremental Term B-1 Commitment, the “Incremental Term Commitments”), in each case on the date or dates terms set forth in the relevant this Agreement. The Incremental Term Loan Agreement; Lenders’ several Incremental Term Commitments shall terminate on the Amendment No. 1 Closing Date (ii) may be made in immediately after giving effect to the form of a new Series Borrowing of Incremental Term Loans or additional on such date). Incremental Term Loans borrowed under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; this Section 2 and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once subsequently repaid or prepaid, Incremental Term Loans prepaid may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereof.

Incremental Term Loans. Subject to Section 2.172.20, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty forty (6040) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 2.20 hereof. The applicable Incremental Term Loan Agreement shall set forth whether the prepayment of the Incremental Term Loans shall automatically increase the aggregate amount of the Revolving Commitments upon any prepayment thereof in connection with a Permitted Acquisition or capital expenditure, so long as no Default shall have occurred and be continuing, in accordance with Section 2.05(f) and 5.13(d).

Incremental Term Loans. Subject to Section 2.172.20, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty forty (6040) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 2.20 hereof. The applicable Incremental Term Loan Agreement shall set forth whether the prepayment of the Incremental Term Loans shall automatically increase the aggregate amount of the Revolving Commitments upon any prepayment thereof in connection with a Permitted Acquisition or capital expenditure, so long as no Default shall have occurred and be continuing, in accordance with Section 2.05(f) and 5.14(d).

Incremental Term Loans. Subject (a) The Borrower may, by written notice to Section 2.17the Administrative Agent from time to time, the other terms and conditions set forth herein and the relevant request Incremental Term Loan Agreement, each Incremental Term Lender severally agrees Commitments in an amount not to make an exceed the Incremental Term Loan to Amount from one or more Lenders or Additional Lenders, all of which must be Eligible Assignees; provided that the Borrower, at any time and from time to time during the period from the effective date aggregate amount of the applicable Incremental Term Loan Agreement to sixty (60) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) Commitments hereunder shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment Loan Amount. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 or such lesser amount equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Lender Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice) (or such shorter or longer period as set forth in may be acceptable to the relevant Administrative Agent and the Required Lenders), (iii) whether such Incremental Term Loan Agreement); provided, however, that Commitments are commitments (x) to make additional Term Loans on terms identical to the Borrower may not request more than two Term Loans then outstanding or (2y) draws commitments to make Term Loans with respect to each Series of Incremental terms different from the Term Loans then outstanding (“Other Term Loans”), one of which must be and (iv) the Total Secured Leverage Ratio, calculated on the effective date a Pro Forma Basis as of the applicable last day of the most recent Calculation Period for which Section 5.04 Financials have been delivered after giving effect to any additional Term Loans that would be made under any additional Incremental Term Loan Agreement. Once repaid or prepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereofCommitments.

Incremental Term Loans. Subject to Section 2.17, shall be determined by the other terms Borrower and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such date, which Incremental Term Loans: (i) may only Lenders and shall be incurred on the date or dates set forth in the relevant each applicable Incremental Term Loan Assumption Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may All- In Yield applicable to such TLB1&3 Incremental Term Loans denominated in the same currency as the 2022 Refinancing Term Loans shall not request more be greater than two (2) draws the applicable All-In Yield payable pursuant to the terms of the Loan Documents as amended through the date of such calculation with respect to each Series of the 2022 Refinancing Term Loans unless the interest rate (together with, as provided in the proviso below, any Term SOFR floor or Alternate Base Rate floor) with respect to the 2022 Refinancing Term Loans is increased so as to cause the then applicable All-In Yield under the Loan Documents on the 2022 Refinancing Term Loans to equal the All-In Yield then applicable to the TLB1&3 Incremental Term Loans; provided that any increase in All-In Yield to the 2022 Refinancing Term Loans due to the application or imposition of a Term SOFR floor or an Alternate Base Rate floor on any New Incremental Term Loan shall be effected, one at the Borrower’s option, (A) through an increase in (or implementation of, as applicable) any Term SOFR floor or Alternate Base Rate floor, as applicable, with respect to the 2022 Refinancing Term Loans (for the avoidance of which must be on doubt, not to exceed the effective date applicable Term SOFR floor or Alternate Base Rate floor, as applicable, of the applicable TLB1&3 Incremental Term Loan Agreement. Once repaid or prepaidLoans), Incremental (B) through an increase in the Applicable Margin for the 2022 Refinancing Term Loans may not be reborrowed; provided that this Section 2.01(bor (C) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereofany combination of (A) and (B) above.

Incremental Term Loans. Subject to Section 2.17(a) The Borrower may, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during after the period from Effective Date, by notice to the effective date Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the applicable Incremental Term Loan Agreement to sixty Lenders), request one or more tranches of term loans (60) days following such datecollectively, which the “Incremental Term Loans: ”); provided that (i) may only be incurred on both at the date or dates set forth in time of any such request and at the relevant time that any such Incremental Term Loan Agreement; Loans are made, no Default or Event of Default shall have occurred and be continuing or result therefrom, (ii) may be the aggregate amount of such Incremental Term Loans, taken together with all Incremental Term Loans previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made in pursuant to Section 2.19, does not exceed $500,000,000, (iii) the form final stated maturity date of a new Series such tranche of Incremental Term Loans or additional Incremental Term Loans under an existing Series shall not be earlier than the Maturity Date in effect at the time of the incurrence of such Incremental Term Loans, in each case to the extent provided for in the relevant (iv) such tranche of Incremental Term Loan Agreement; and Loans shall rank pari passu in right of payment with the Revolving Loans, (iiiv) shall be made by each such Incremental Term Lender in an aggregate principal amount which does Loans shall not exceed be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (vi) the Incremental Term Commitment of terms, conditions and documentation governing such Incremental Term Lender Loans (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional TL Lenders (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2defined below) draws with respect to each Series of providing such Incremental Term Loans, one of which must be on than those terms and conditions applicable to the effective date Lenders with respect to the Revolving Loans (except for covenants or other provisions applicable only to periods after the latest Maturity Date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereofRevolving Loans).

Incremental Term Loans. Subject to Section 2.172.14, the other terms and conditions set forth herein and the relevant Incremental Term Loan Commitment Agreement, each Lender with an Incremental Term Lender Loan Commitment severally agrees to make a term loan or term loans (each, an “Incremental Term Loan to Loan” and, collectively, the Borrower, at any time and from time to time during the period from the effective date of the applicable “Incremental Term Loan Agreement Loans”) to sixty (60) days following such dateBorrower, which Incremental Term Loans: (i) may only be incurred on the date one or dates set forth in the relevant more Incremental Term Loan AgreementBorrowing Dates (which dates, in any event shall not be later than the Term Loan Maturity Date); (ii) may except as hereafter provided, shall, at the option of Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Rate Loans, provided that all Incremental Term Loans made in as part of the form of a new Series same Borrowing shall, unless otherwise specifically provided herein, consist of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreementsame Type; and (iii) shall be made by each such Incremental Term Lender in an that aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Commitment Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan AgreementBorrowing Date and (iv) shall not exceed $50,000,000 in aggregate principal amount for all Incremental Term Loans made by all Incremental Term Loan Lenders pursuant to this Agreement and the various Incremental Term Loan Commitment Agreements. Once repaid prepaid or prepaidrepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereof.

Incremental Term Loans. Subject The Borrower may, upon five (5) Business Days’ notice to Section 2.17the Administrative Agent, request a commitment for an additional term loan from the other terms Lenders or by adding one or more lenders, determined by the Borrower in its sole discretion, subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld), which lender or lenders are willing to commit to such increase (each such lender, a “New Lender,” and conditions set forth herein and the relevant such commitment, an “Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make an Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Agreement to sixty (60) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan AgreementCommitment”); provided, however, that (i) the Borrower may not request more than two (2) draws with respect to each Series of an Incremental Term LoansLoan Commitment after the occurrence and during the continuance of an Event of Default, one including, without limitation, any Event of which must Default that would result after giving effect to any Incremental Term Loan, (ii) each Incremental Term Loan Commitment shall be on in an amount not less than $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (iii) the effective aggregate amount of all Incremental Term Loan Commitments shall not exceed $500,000,000. Such notice to the Administrative Agent shall describe the amount and intended disbursement date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, to be made pursuant to such Incremental Term Loans may not be reborrowed; provided that Loan Commitments. An Incremental Term Loan Commitment shall become effective upon (a) the execution by each applicable New Lender of a counterpart of this Section 2.01(bAgreement and delivering such counterpart to the Administrative Agent and (b) shall not limit receipt by the Administrative Agent of a certificate of a responsible officer of the Borrower’s right to request additional , dated as of the date such Incremental Term Loans pursuant Loan Commitments are proposed to Section 2.17 hereof.take effect, certifying that as of such date each of the representations and warranties in Article 4 hereof are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, and no Default then exists. Over the term of the Agreement the Borrower may request Incremental Term Loan Commitments no more than four (4)

Incremental Term Loans. Subject Incremental Term Loan Facilities and Incremental Term Loans may be made hereunder pursuant to Section 2.17a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Agreement and, as appropriate, the other terms and conditions set forth herein and Loan Documents, executed by the relevant Incremental Term Loan AgreementBorrower, each Incremental Term Loan Lender severally agrees (including any new Lender becoming a party to make this Agreement as an Incremental Term Loan Lender) with respect to such Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything to the Borrowercontrary in Section 11.01, at the Incremental Term Loan Facility Amendment may, without the consent of any time other Lenders, effect such amendments to this Agreement and from time the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to time during effectuate the period from provisions of this Section 2.15. Each Incremental Term Loan Facility and the effective date of related Incremental Term Loans will be on such terms (including as to amortization and maturity) as are agreed to by the Borrower and each Incremental Term Loan Lender in the applicable Incremental Term Loan Agreement Facility Amendment with respect to sixty (60) days following such date, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in Facility and, if the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment terms of such Incremental Term Lender (as set forth in Loan Facility and the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, related Incremental Term Loans may (other than final maturity) are not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereof.same as any then existing 72

Incremental Term Loans. Subject On the terms and subject to the conditions of this Agreement, if there is to be an Incremental Term Loan Borrowing pursuant to Section 2.17, the other terms and conditions set forth herein and the relevant Incremental Term Loan Agreement, each Incremental Term Lender severally agrees to make and New Lender that has an Incremental Term Loan Commitment with respect to such Incremental Term Loan Borrowing hereby severally agrees to advance to the BorrowerBorrower in a single advance on the Incremental Effective Date specified for such Incremental Term Loan Borrowing pursuant to Section 2.17 an Incremental Term Loan in Dollars; provided, at any time however, that (A) the principal amount of the Incremental Term Loan made by such Incremental Term Lender or New Lender shall not exceed the Incremental Term Loan Commitment of such Incremental Term Lender or New Lender with respect to such Incremental Term Loan Borrowing and from time (B) the aggregate principal amount of all Incremental Term Loans made by all such Incremental Term Lenders and New Lenders shall not exceed the aggregate amount of all Incremental Term Loan Commitments with respect to time during the period from the effective date of such Incremental Term Loan Borrowing. The Incremental Term Loans shall be made on a pro rata basis by the applicable Incremental Term Loan Agreement to sixty (60) days following such date, which Lenders and New Lenders in accordance with their respective Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Proportionate Shares of such Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term LoansBorrowing, in each case to the extent provided for in the relevant with such Incremental Term Loan Agreement; and (iii) shall Borrowing to be made comprised of an Incremental Term Loan by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of or New Lender equal to such Incremental Term Lender (as set forth in the relevant Lender’s or New Lender’s Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereof.Proportionate Share

Incremental Term Loans. Subject At any time prior to Section 2.17the Term Loan Maturity Date, the other terms and conditions set forth herein and the relevant Incremental Term Loan AgreementBorrower may, each Incremental Term Lender severally agrees to make an Incremental Term Loan by notice to the BorrowerAdministrative Agent, at any time and from time which shall promptly deliver a copy thereof to time during the period from the effective date each of the applicable Lenders (the "Incremental Term Loan Agreement to sixty Facility Notice"), request the addition of a new tranche of term loans hereto (60) days following such date, which the "Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement"); provided, however, that both (x) at the time of any such request and (y) after giving effect to any such Incremental Term Loans, no Default shall exist and the Borrower shall be in compliance with each Financial Performance Covenant (calculated, 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) be in an aggregate principal amount not in excess of $250,000,000 but in no event less than $50,000,000, (ii) rank pari passu in right of payment and of security with the other Loans (and the Additional Funded LC Facility (if any)), (iii) mature and amortize in a manner reasonably acceptable to the Initial Lenders, but in any event have an average weighted life equal to or longer than the Term Loans and mature on a date no earlier than the Term Loan Maturity Date, (iv) have such pricing as may not request more than two (2) draws be agreed by the Borrower and the Persons providing such Incremental Term Loans; provided, that the yield with respect to each Series the Incremental Term Loans (taking into account upfront fees paid to Incremental Term Loan lenders) may be no more than 0.25% per annum greater than the then-current yield with respect to the Term Loans and the Additional Funded LC Facility (if any) the time the Incremental Facility Amendment (as defined below) becomes effective pursuant to its terms (it being understood that the pricing of the Term Loans and/or the Additional Funded LC Facility (if any) will be increased and/or additional fees will be paid to the Term Lenders or Additional Funded LC Facility lenders (if any) to the extent necessary to satisfy such requirement), and (v) otherwise be treated hereunder substantially the same as (and in any event no more favorably than) the Term Loans (including with respect to the voluntary and mandatory prepayment provisions); provided, that the terms and provisions applicable to the Incremental Term Loans may provide for financial or other covenants different or in addition to those applicable to the Term Loans and the Additional Funded LC Facility (if any) only to the extent that such terms and provisions are applicable only during periods after the Term Loan Maturity Date. The Incremental Facility Notice shall (i) set forth the requested amount of Incremental Term Loans, one (ii) offer each Lender the opportunity to offer a commitment (the "Incremental Commitment") to provide Incremental Term Loans by giving written notice of which must be on such offered commitment to the effective date Administrative Agent and the Borrower prior to the termination of the applicable general syndication of the Incremental Term Loans and (iii) be provided to each existing Lender not less than five Business Days prior to the commencement of the general syndication of the Incremental Term Loans; provided, however, that no existing Lender will be obligated to subscribe for any portion of such commitments. At any point during or after the expiration of the Incremental Term Loan Agreement. Once repaid Offer Period, the Borrower shall have the right to arrange for one or prepaid, more banks or other financial institutions (any such bank or other financial institution being called an "Additional Term Loan Lender") to extend commitments to provide Incremental Term Loans; provided that the Additional Term Loan Lenders shall be offered the opportunity to provide the Incremental Term Loans may not be reborrowed; provided that this Section 2.01(b) shall not limit only on terms previously offered to the Borrower’s right existing Lenders pursuant to request additional the Incremental Facility Notice. Each Commitment in respect of Incremental Term Loans shall become a Commitment under this Agreement and the facility for the Incremental Term Loans shall be implemented hereunder pursuant to an amendment to this Agreement (an "Incremental Facility Amendment") executed by each of the Borrower, Allied Waste, each other Loan Party, each Lender agreeing to provide an Incremental Commitment, if any, each Additional Term Loan Lender, if any, and the Administrative Agent, which Incremental Facility Amendment will not require the consent of any other Lender. The effectiveness of any Incremental Facility Amendment shall (in addition to any other conditions specified therein) 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 2.17 hereof4.02.

Incremental Term Loans. Subject Incremental Term Loan Facilities and Incremental Term Loans may be made hereunder pursuant to Section 2.17a supplement, an amendment or an amendment and restatement (an “Incremental Term Loan Facility Amendment”) of this Credit Agreement and, as appropriate, the other terms and conditions set forth herein and Credit Documents, executed by the relevant Incremental Term Loan AgreementBorrower, each Incremental Term Loan Lender severally agrees (including any New Term Loan Lender) with respect to make an such Incremental Term Loan Facility and the Administrative Agent. Notwithstanding anything to the Borrowercontrary in Section 11.6, at any time and from time to time during the period from the effective date of the applicable Incremental Term Loan Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Credit Agreement to sixty (60) days following such dateand the other Credit Documents as may be necessary or appropriate, which Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.7. Each Incremental Term Loan Agreement; (ii) may be made in Facility and the form of a new Series of related Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in will be on such terms (including as to amortization and maturity) as are agreed to by the Borrowers and each case to the extent provided for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each Lender with respect to such Incremental Term Lender in an aggregate principal amount which does not exceed Loan Facility and, if the Incremental Term Commitment terms of such Incremental Term Lender Loan Facility and the related Incremental Term Loans (other than final maturity) are not the same as set forth in any then existing Term Facility, such terms shall be reasonably acceptable to the relevant Administrative Agent and each Incremental Term Loan Agreement); providedLender, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date of the applicable Incremental Term Loan Agreement. Once repaid or prepaid, but such Incremental Term Loans may will not be reborrowed; provided that this Section 2.01(bin any event have a maturity date earlier than the latest Maturity Date (including any extension option) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereofof any then existing Facility.

Incremental Term Loans. (a) Subject to Section 2.17, and upon the other terms and conditions set forth herein and herein, each New Incremental Term Lender party hereto severally agrees to make, on the relevant Incremental Facility Closing Date (as defined below), a single term loan (each, a “2011 Incremental Term Loan”) in dollars to the Parent Borrower in an amount equal to the commitment amount set forth next to such New Incremental Term Lender’s name in Schedule 1 hereto under the caption “2011 Incremental Term Loan AgreementCommitment”; provided that the 2011 Incremental Term Loans shall constitute the same Class of Term Loans under the Credit Agreement as the Term Loans made prior to the date hereof; provided, further, that on the Incremental Facility Closing Date (as defined below) the Parent Borrower shall pay an upfront fee to the Administrative Agent for the account of each New Incremental Term Lender severally agrees equal to make an 0.30% of the aggregate principal amount of the commitments in respect of the 2011 Incremental Term Loan to the Borrower, at any time and from time to time during the period from the effective date Loans held by such New Incremental Term Lender as of the applicable Incremental Facility Closing Date. The 2011 Incremental Term Loan Agreement to sixty (60) days following such dateLoans shall be “Loans”, which “USD Term Loans”, “Term Loans” and “Incremental Term Loans: (i) may only be incurred on the date or dates set forth in the relevant Incremental Term Loan Agreement; (ii) may be made in the form of a new Series of Incremental Term Loans or additional Incremental Term Loans under an existing Series of Incremental Term Loans, in each case to the extent provided ” for in the relevant Incremental Term Loan Agreement; and (iii) shall be made by each such Incremental Term Lender in an aggregate principal amount which does not exceed the Incremental Term Commitment of such Incremental Term Lender (as set forth in the relevant Incremental Term Loan Agreement); provided, however, that the Borrower may not request more than two (2) draws with respect to each Series of Incremental Term Loans, one of which must be on the effective date all purposes of the applicable Incremental Term Credit Agreement and the other Loan AgreementDocuments. Once repaid or prepaid, The 2011 Incremental Term Loans may be repaid or prepaid in accordance with the provisions of the Credit Agreement and this Agreement, but once repaid or prepaid may not be reborrowed; provided that this Section 2.01(b) shall not limit the Borrower’s right to request additional Incremental Term Loans pursuant to Section 2.17 hereof.