Common use of Incremental Term Loans Clause in Contracts

Incremental Term Loans. Subject to and upon the terms and conditions set forth in Section 2.14 and the other provisions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, at any time and from time to time on and after the date that such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche of Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred on the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (e)

Incremental Term Loans. Subject Company and any one or more Lenders or New Lenders may from time to time agree that such Lenders shall make one or more Incremental Term Loans, which shall constitute Loans for all purposes of this Agreement, by executing and upon delivering to the terms and conditions set forth in Section 2.14 and the other provisions set forth herein, each Lender with Administrative Agent an Incremental Term Loan Commitment for a given Tranche Notice, substantially in the form of Exhibit A-4, not less than 10 Business Days prior to the Applicable Incremental Term Loans severally agreesLoan Closing Date, at any time and from time to time on and after specifying (i) the date that principal amount of such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche of Incremental Term LoansLoan, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”ii) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred on the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; Closing Date, (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan BorrowerMaturity Date, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shallthe amortization schedule for such Incremental Term Loan and (v) the Applicable Margin for such Incremental Term Loan; provided that, if Canadian Dollar Loans(A) after giving pro forma effect to the making of such Incremental Term Loan and any Permitted Acquisition to be financed with the proceeds thereof, at the option Leverage Ratio shall be less than or equal to 3.50:1.00 (disregarding 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 has occurred and is continuing or would result after giving effect to the making of such -45- Incremental Term Loan or the application of the proceeds therefrom, (C) the calculation of interest in respect of such Incremental Term Loan as set forth in the applicable Incremental Term Loan Borrower, be incurred Notice is based on the Base Rate or the Eurodollar Rate as defined substantially in this Agreement and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated maximum Applicable Margin in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals the Incremental Term Loan Commitment respect of such Incremental Term Loan Lender shall not be 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, (D) such Tranche at such time Incremental Term Loan shall otherwise be on the same terms and conditions as those generally applicable to the Loans made under this Agreement, (before E) the aggregate principal amount outstanding of Incremental Term Loans pursuant to this Section 2.2 after giving effect to any reduction thereof at such time Incremental Term Loan shall not exceed $150,000,000, (F) each borrowing of an Incremental Term Loan pursuant to this Section 4.03(b)). Once repaid, 2.2 shall be in a minimum amount of (I) $25,000,000 or (II) the difference of $150,000,000 and the sum of the aggregate principal amount of all Incremental Term Loans incurred hereunder may then outstanding, (G) the average weighted maturity of all Incremental Term Loans outstanding, after giving effect to such Incremental Term Loan, shall not be reborrowed. less than the remaining term of the Term Loan, (e)H) any Incremental Term Loan Maturity Date shall be on or after the Term Loan Maturity Date and (I) the Chief Financial Officer of each of Holdings and Company shall have executed and delivered to the Administrative Agent on the Incremental Term Loan Closing Date an officer's certificate certifying compliance with the requirements of this Section 2.2.

Incremental Term Loans. Subject (i) Following the Closing Date, the Borrower may from time to and upon time prior to the terms and conditions Maturity Date with respect to the Term Loan Facility, request that additional term loans be made to it in accordance with this Section 2.1(e) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in Section 2.14 and 2.1(e)(ii)) therein (v) the other provisions set forth herein, each Lender with an Incremental Term Loan Commitment for a given amount of the Tranche of Incremental Term Loans severally agreesrequested (which Tranche shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof), at any time and (w) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than thirty (30) days from time to time on and after the date that such of delivery of the Notice of Incremental Term Loan Commitment is obtained pursuant Borrowing (or such shorter period of time as to Section 2.14 which the Administrative Agent may agree in its sole discretion)), (x) the Interest Rate Option(s) and prior the Applicable Margin(s) to 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 Commitment Termination Date for Term Loans requested. Subject to the last sentence in Section 2.1(e)(iv), 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 Notice of Incremental Term Loan Borrowing, the Borrower shall also deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying (1) that, both before and after giving effect to a Borrowing of such Tranche of Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred on in pro forma compliance with the applicable Incremental Term Loan Borrowing Date covenants set forth in Article VIII as of the most recent period for such Tranche which financial statements have been delivered (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) Tranches of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (e).

Incremental Term Loans. Subject The Borrower may on any date on or after the Restatement Effective Date, by notice to and upon the terms and conditions set forth Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), increase the Additional Term Loans hereunder with incremental term loans (the "Incremental Term Loans") in Section 2.14 and an amount not to exceed $200,000,000; provided that at the other provisions set forth herein, each Lender with an time of the effectiveness of any Incremental Term Loan Commitment Amendment referred to below, (a) no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit to be made on such date, (b) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (c) the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower. Incremental Term Loans may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by the Borrower (any such other financial institution or fund being called an "Incremental Lender"), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender's or Incremental Lender's making such Incremental Term Loans if such consent would be required under Section 9.6 for a given Tranche an assignment of Loans to such Lender or Incremental Lender. Commitments in respect of Incremental Term Loans severally agreesshall be made pursuant to an amendment (an "Incremental Term Loan Amendment") to this Agreement and, at any time and from time as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to time on and after the date that provide such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 Loans, if any, each Incremental Lender, if any, and prior the Administrative Agent. Any Incremental Term Loans made hereunder shall be deemed "Additional Term Loans" hereunder and shall be subject to the same terms and conditions applicable to the existing Additional Term Loans. No Lender shall be obligated to provide any Incremental Commitment Termination Date for such Tranche Term Loans, unless it so agrees. On the date of any borrowing of Incremental Term Loans, the Borrower shall be deemed to make have repaid and reborrowed all outstanding Loans as of such date (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) notice to the Incremental Term Administrative Agent (which notice must be received by the Administrative Agent in accordance with the terms of this Agreement). The deemed payments made pursuant to the immediately preceding sentence in respect of each Eurodollar Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred subject to indemnification by the Borrower pursuant to the provisions of Section 2.14 if the deemed payment occurs other than on the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option last day of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (e)related Interest Periods.

Incremental Term Loans. Subject The Borrowers and any one or more Lenders (including any Person not previously a Lender hereunder who executes and delivers a joinder agreement executed by the Borrowers, the Administrative Agent and such Lender, in form and substance reasonably acceptable to and each of them), which Lenders are reasonably acceptable to the Administrative Agent, may agree, upon at least thirty (30) days’ prior notice to the terms and conditions set forth in Section 2.14 and the other provisions set forth hereinAdministrative Agent, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, at any time and from time to time on and after the date that such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior Lenders shall make one or more additional term loans available to the Incremental Commitment Termination Date for such Tranche Borrowers under this clause (b) of Incremental Term LoansSection 2.1.1 (each, to make a term loan or term loans (each an “Incremental Term Loan” and, and collectively, the “Incremental Term Loans”; each commitment thereunder an “Incremental Term Loan Commitment” and collectively, the “Incremental Term Loan Commitments”) on substantially the same terms and subject to substantially the same conditions as the Term Loans. Any Incremental Term Loan shall be documented by an amendment or supplement to, or a restatement of, this Agreement, setting forth the specific terms and conditions of the Incremental Term Loan Borrower for such TrancheFacility, which amendment, supplement or restatement shall be signed by the Borrowers and the Lenders providing such Incremental Term LoansLoan Commitments. Notwithstanding the foregoing: (i) shall be incurred on the applicable aggregate principal amount of all Incremental Term Loan Borrowing Date for such Tranche of Commitments shall not exceed the Maximum Incremental Term LoansAmount; (ii) shall be denominated in on a pro forma basis after giving effect to the Applicable Currency for such Tranche initial funding of any Incremental Term LoansLoan, the Loan to Value Ratio must be less than 40%; (iii) shall, if Dollar Loans, at the option maturity date of the applicable any Incremental Term Loan Borrower, shall be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of as the same TypeStated Maturity Date; (iv) shall, if Canadian Dollar Loans, at the option no Default or Event of the applicable Default shall have occurred and be continuing or result after giving effect to any Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same TypeLoan; (v) shallthe Borrowers shall be in compliance on a pro forma basis after giving effect to any Incremental Term Loans with all covenants set forth in this Agreement, if including the financial covenants set forth in Section 7.2.4, and such compliance shall be evidenced by a Compliance Certificate delivered to the Administrative Agent; (vi) the proceeds of any Incremental Term Loans shall be used to acquire additional Real Property or to refinance the acquisition of additional Real Property purchased with the proceeds of the Revolving Loans which will become or is Collateral hereunder subject to a first priority Lien and security interest in favor of the Administrative Agent, for the benefit of the Lender Parties; (vii) with respect to such Real Property to be acquired, the Administrative Agent and each Lender extending an Alternate Currency Incremental Term Loan denominated Commitment shall have received and approved an appraisal from American Forest Management or another nationally recognized forestry appraisal firm that is satisfactory to the Administrative Agent; (viii) the weighted average life of any Incremental Term Loan shall be equal to or greater than the remaining weighted average life of the Term Loan, determined as of the initial funding date for such Incremental Term Loan; (ix) to the extent that the applicable interest margins on such Incremental Term Loan exceed by more than 0.25% the applicable interest rate margin for the Term Loan, determined as of the initial funding date for such Incremental Term Loan, the applicable interest rate margin for the Term Loan shall be increased so that the applicable interest rate margin for the Term Loan and for such Incremental Term Loan are equal; (x) any covenant or Event of Default applicable to any Incremental Term Loan that is more restrictive than the equivalent covenant or Event of Default set forth in a Primary Alternate Currency (other than Canadian Dollars), this Agreement shall be incurred and maintained in one or more Borrowings of (A) in deemed to be applicable to the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterlinghereunder; and (vixi) shall not exceed for the original issue discount and/or the upfront fees applicable to any such Incremental Term Loan Lender at shall not be more than 1% of the time of any incurrence thereof, that aggregate principal amount which equals the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (e)Loan.

Incremental Term Loans. Subject to and upon the terms and conditions set forth in Section 2.14 and the other provisions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, at (a) Borrower may on any time and from time to time date on and or after the date that such Incremental is 90 days following the Closing Date, by notice to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), increase the Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche of Incremental Term Loans, to make a term loan or Loans hereunder with incremental term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) in an amount not to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred on the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loansexceed $100,000,000; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at the time of the effectiveness of any incurrence thereof, that aggregate principal amount which equals the Incremental Term Loan Commitment Amendment referred to below, (a) no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit to be made on such date, (b) each of the representations and warranties made by any Credit Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (c) Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of Borrower. Incremental Term Loans may be made by any existing Lender or by any other financial institution or any fund that regularly invests in bank loans selected by Borrower (any such other financial institution or fund being called an “Incremental Lender”); provided that Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Incremental Lender’s making such Incremental Term Loan Loans if such consent would be required under Section 11.1 for an assignment of Term Loans to such Lender for or Incremental Lender. No consent of the Lenders shall be required (other than the Lenders providing such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)Incremental Term Loans). Once repaid, Commitments in respect of Incremental Term Loans incurred shall be made pursuant to an amendment (an “Incremental Term Loan Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Borrower, each Lender agreeing to provide such Incremental Term Loans, if any, each Incremental Lender, if any, and Agent. Any Incremental Term Loans made hereunder may not shall be reborroweddeemed “Term Loans” hereunder and shall be subject to the same terms and conditions applicable to the existing Term Loans. (e)No Lender shall be obligated to provide any Incremental Term Loans, unless it so agrees.

Incremental Term Loans. Subject The Borrower and one or more of the Lenders may, with the consent of the Administrative Agent, at any one time during the period from and including the Effective Date to but excluding the Revolving Credit Commitment Termination Date agree that such Lenders shall become Incremental Term Loan Lenders by executing and upon delivering to the Administrative Agent an Incremental Term Loan Activation Notice specifying the respective Incremental Term Loan Commitments of the Incremental Term Loan Lenders, the Incremental Term Loan Activation Date, the Incremental Term Loan Commitment Termination Date, the rate of commitment fee, if any, payable by the Borrower in respect of the Incremental Term Loan Commitments, the Applicable Margin for Incremental Term Loans and, subject to Section 3.01(c) hereof, the Incremental Term Loan Principal Payment Dates and the amounts of the installments of principal of the Incremental Term Loans payable thereon, and otherwise duly completed. Each Incremental Term Loan Lender severally agrees, on the terms and conditions set forth of this Agreement, to make one or more term loans to the Borrower in Section 2.14 Dollars during the period from and including the other provisions set forth herein, each Lender with an Incremental Term Loan Activation Date to but excluding the Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, at any time and from time to time on and after the date that such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche of Incremental Term Loans, to make a term loan or term loans (each in an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred on the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals up to but not exceeding the amount of the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche at such as in effect from time (before giving effect to any reduction thereof at such time pursuant time. Thereafter, subject to Section 4.03(b)). Once repaidthe terms and conditions of this Agreement, the Borrower may Convert Incremental Term Loans incurred hereunder may not be reborrowed. of one Type into Incremental Term Loans of another Type (eas provided in Section 2.09 hereof) or Continue Incremental Term Loans of one Type as Incremental Term Loans of the same Type (as provided in Section 2.09 hereof).

Incremental Term Loans. Subject (a) The Borrower may, by written notice to and upon the terms and conditions set forth in Section 2.14 and the other provisions set forth hereinAdministrative Agent from time to time, each Lender with an request Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, at any time and from time Commitments in an amount not to time on and after the date that such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche of Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to exceed the Incremental Term Loan Borrower for such TrancheAmount from the Lenders. Each Lender, which Incremental Term Loans: (i) in its sole discretion, shall be incurred on the applicable determine whether it will commit to provide any Incremental Term Loan Borrowing Date Commitments requested by the Borrower on the terms then proposed. The failure of a Lender to respond within 10 days of any request for such Tranche of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, Commitments shall be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all deemed a rejection of such request. No Lender shall have any obligation to make any Incremental Term Loans that are Dollar Loans comprising under the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be terms of the same Type; (iv) shall, if Canadian Dollar Loans, at the option this Section 2.24. If a Lender commits to provide any portion of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all any Incremental Term Loans that are Canadian Dollar Loans comprising as so proposed by the same Borrowing under Borrower, such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed Lender’s allocated commitment for any such Incremental Term Loan Lender at Loans shall be no less than the time of any incurrence thereof, that aggregate principal lesser of: (x) the amount which equals the Incremental Term Loan Commitment of such Incremental Term Loan Commitments that such Lender for shall have committed to provide and (y) its pro rata share (determined as the quotient of (A) the sum of such Tranche at Lender’s Term Loans, Revolving Credit Exposure and unused Revolving Credit Commitments divided by (B) the sum of the aggregate amount of all Term Loans, Revolving Credit Exposure and all unused Revolving Credit Commitments, in each case of all Lenders agreeing to provide such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b))Incremental Term Loan Commitments) of the amount of the Incremental Term Loan Commitments requested. Once repaidIf one or more of the Lenders will not be providing the Incremental Term Loan Commitments requested, then, Incremental Term Loans incurred hereunder Lenders that are not current Lenders may commit to provide an amount equal to the aggregate amount of the requested Incremental Term Loan Commitments that will not be reborrowedprovided by the existing Lenders; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed). Such notice shall set forth (ei) 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 $5,000,000 or such lesser amount equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term 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), and (iii) whether such Incremental Term Loan Commitments are commitments to make additional Term Loans or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”).

Incremental Term Loans. Subject the Borrower shall be deemed to have repaid and upon reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans (but may have amortization prior to such date) and (c) shall have terms as agreed between the Borrower and the Lenders providing such Incremental Term Loans and reasonably acceptable to the Administrative Agent; provided that (i) the terms and conditions set forth in Section 2.14 and the other provisions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche applicable to any tranche of Incremental Term Loans severally agrees, at any time and from time to time on and maturing after the latest Maturity Date in effect on the date that of incurrence of such Incremental Term Loan Commitment is obtained Loans may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the latest Maturity Date in effect on the date of incurrence of such Incremental Term Loans and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.14 and prior 2.20. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the Incremental part of any Lender to increase its Commitment Termination Date for such Tranche of hereunder, or provide Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred on the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (e)time.

Incremental Term Loans. Subject (i) At any time after the Third Amendment Date until 180 days prior to and upon the terms and conditions set forth in Section 2.14 and the other provisions set forth hereinRevolving Termination Date, each Lender with any Borrower may request an Incremental Term Loan Commitment for Borrowing by delivering a given Notice of Incremental Term Loan Borrowing to the Administrative Agent substantially in the form of Exhibit C-2 hereto (a "NOTICE OF INCREMENTAL TERM LOAN BORROWING"), specifying (subject to Section 2.1(d)(iii)) therein the (1) amount of the Tranche of Incremental Term Loans severally agreesrequested (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 any time and least 30 days but not more than 90 days from time to time on and after the date that such of delivery of the Notice of Incremental Term Loan Commitment is obtained pursuant Borrowing), (3) the interest rate to Section 2.14 and prior be applicable to the Incremental Commitment Termination Date for such Tranche of all Incremental Term LoansLoans in such Tranche, to make a term loan or term loans (each an “4) the amortization and maturity date requested for all Incremental Term Loan” andLoans in such Tranche, collectively, and (5) the “Incremental Term Loans”) amount of any upfront or closing fees to be paid by such Borrower to the Incremental Term Loan Borrower for such Tranche, which Lenders funding the Tranche of Incremental Term Loans: (i) Loans requested. The Administrative Agent shall be incurred on the applicable deliver a copy of each Notice of Incremental Term Loan Borrowing Date for such Tranche to each Lender. Each Notice of Incremental Term Loans; (ii) Loan Borrowing shall be denominated in binding on all Borrowers. At the Applicable Currency for such Tranche time of delivery of the Notice of Incremental Term Loans; (iii) shallLoan Borrowing, if Dollar Loans, at Fresh Produce shall deliver to the option Administrative Agent a certificate of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be chief financial officer of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of Fresh Produce certifying (A) that Fresh Produce is in compliance with the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; financial covenants hereof before and (vi) shall not exceed for any after giving effect to such Incremental Term Loan Lender at Borrowing (based on combined actual results for the time twelve month period ending on the last day of any incurrence thereofthe last month for which financial statements of Fresh Produce are available, that aggregate principal amount which equals the Incremental Term Loan Commitment of after giving effect to such Incremental Term Loan Lender for such Tranche at such time Borrowing), and (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, Incremental Term Loans incurred hereunder may not B) that no Event of Default then exists or would be reborrowed. (e)caused thereby.

Incremental Term Loans. Subject to and upon (a) The Borrower shall have the terms and conditions set forth in Section 2.14 and the other provisions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, right at any time and from time to time on and after the date that such Incremental Term Loan Commitment is obtained pursuant Effective Date to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche request one or more tranches of Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term LoanLoan Facility”; and the commitments with in respect thereof the “Incremental Term Loan Commitments” andand the loans thereunder, collectively, the “Incremental Term Loans”) in accordance with the following provisions and subject to the following conditions: (i) The Borrower shall give the Administrative Agent, which shall promptly deliver a copy thereof to each of the Lenders, at least ten Business Days’ prior written notice (an “Incremental Term Loan Notice”) of any such requested increase specifying the aggregate amount of such Incremental Term Loan Facility, which shall be at least $5 million and shall not exceed the Maximum Incremental Facilities Amount, the requested date of such Incremental Term Loan Facility (the “Requested Incremental Term Loan Date”) and the date by which the Lenders wishing to participate in the Incremental Term Loan Facility must commit (the “Incremental Term Loan Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Incremental Term Loan Facility (each an “Incremental Term Loan Lender”) shall give written notice to the Administrative Agent on or prior to the Incremental Term Loan Borrower for such Tranche, Commitment Date of the amount by which Incremental Term Loans: it is willing to commitment. (iii) shall be incurred on the applicable Promptly following each Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loans; (ii) Commitment Date, the Administrative Agent shall be denominated notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable requested Incremental Term Loan BorrowerFacility. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of which must be incurred and maintained asreasonably satisfactory to the Administrative Agent (such consent not to be unreasonably withheld, and/or converted into, Base Rate Loans conditioned or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be delayed) to participate in any portion of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable requested Incremental Term Loan BorrowerFacility; provided, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at the time of any incurrence thereofhowever, that aggregate principal amount which equals the Incremental Term Loan Commitment of each such Eligible Assignee shall be in an amount of not less than $1 million or an integral multiple of $1 million in excess thereof (or equal to the total remaining capacity under the Maximum Incremental Facilities Amount). Any such Eligible Assignee that agrees to acquire an Incremental Term Loan Commitment pursuant hereto is herein called an “Additional Incremental Term Loan Lender”. (iii) Incremental Term Loan Commitments shall become effective 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, each Lender agreeing to provide such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time Commitments, if any, each Additional Incremental Term Loan Lender, if any, and the Administrative Agent pursuant to Section 4.03(b))9.02(f) hereof. Once repaid, The Incremental Term Loans incurred hereunder Loan Amendment may, without need for the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may not be reborrowednecessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, in order to give effect to the provisions of this Section 2.22. (e)iv) (A) Any Incremental Term Loan Facility shall be ratably secured with the Loans, (B)(i) any Incremental Term Loan Facility in the form of a “Term Loan A” (other than the 2021 Incremental Term Loan Commitments and 2021 Incremental Term Loans) provided by bank lenders shall not mature earlier than the Stated Maturity Date and (ii) any Incremental Term Loan Facility in the form of a “Term Loan B” shall not mature earlier than 91 days after the Stated Maturity Date, (C) no Incremental Term Loan Facility in the form of a “Term Loan B” shall have amortization of greater than 5% of the original principal amount of such Incremental Term Loan Facility per year, (D) the Applicable 70

Incremental Term Loans. Subject The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loan commitments (the “New Term Loan Commitments”) hereunder, in an aggregate amount for all such New Term Loan Commitments not in excess of $200,000,000; provided that any Person or Persons providing such commitments shall be subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to Administrative Agent; provided that any Lender offered or approached to provide all or a portion of any New Term Loan Commitments may elect or decline, in its sole discretion, to provide such New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist or would exist after giving effect thereto and upon the terms Parent shall be in pro forma compliance with Section 7.1 on such Increased Amount Date before or after giving effect to such New Term Loan Commitments and conditions set forth to the making of any Tranche of New Term 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; (2) on such Increased Amount Date after giving effect to such New Term Loan Commitments and to the making of any Tranche of New Term Loans pursuant thereto and after giving effect to any Permitted Acquisition, Investment permitted by Section 2.14 7.7 or redemption, repurchase, defeasance, repayment or refinancing of Indebtedness consummated in accordance therewith, the Consolidated Net Total Secured Leverage Ratio shall be equal to or less than 3.00 to 1.00; (3) the interest rate margins applicable to any New Term Loan will be determined by the Borrower 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 their affiliates) in their capacities as such in connection with the existing Initial Term Facility or to one or more arrangers (or their 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 highest interest margins applicable to the existing Initial Term Facility, unless the interest rate margin with respect to the existing Initial Term Facility is 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 1.25% or the lowest permissible ABR is greater than 2.25% for such New Term Loans, the difference between such “floor” and 1.25%, in the case of the Eurodollar Rate for such New Term Loans, or 2.25%, in the case of the ABR for such New Term Loans, shall be equated to interest rate margin for purposes of this clause (3); (4) the proceeds of any New Term Loans shall be used for general corporate purposes of the Borrower and its 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 (provided that New Term Loans may rank junior in right of Collateral with the Initial Term Loans or be unsecured; provided further that clause (3) above shall not be applicable to such junior or unsecured New Term Loans and such junior secured New Term Loans shall be deemed, for all purposes of this Agreement and the other provisions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, at any time and from time to time on and after the date that such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche of Incremental Term LoansDocuments, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred on the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loansfirst-lien secured Indebtedness); (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A6) in the case of Borrowings denominated any New Term Loans, 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 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 a Primary Alternate Currency clauses (other than Pounds Sterling)3) and (6) above; (8) such New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, the Administrative Agent and one or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterlingmore New Term Lenders; and (vi9) the Borrower shall not exceed for deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such Incremental 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 Lender at Commitments become effective, subject to the time of any incurrence thereofforegoing terms and conditions, that aggregate principal amount which equals the Incremental each lender with a New Term Loan Commitment of (each, a “New Term Lender”) shall become a Lender hereunder with respect to such Incremental New Term Loan Lender for such Commitment. The terms and provisions of the New Term Loan Commitments of any Tranche at such time (before giving effect shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, Incremental those of the applicable Term Loans incurred hereunder and for purposes of this Agreement, any New Term Loans or New Term Loan Commitments shall be deemed to be Term Loans and Term Loan Commitments. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may not be reborrowed. (e)necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.25.

Incremental Term Loans. Subject (a) At any time prior to the Second Amendment Date or after the end of the Second Amendment PeriodDecember 31, 2021, the Issuer may, by written notice to the Purchasers and upon Agent from time to time, request Incremental Term Loan Commitments, in an aggregate amount not to exceed the Incremental Term Loan Amount, from one or more Incremental Term Loan Purchasers, each of which must be (i) an existing Purchaser, (ii) any Affiliate or Approved Fund of any existing Purchaser or (iii) any other Person that is not a Restricted Purchaser and is otherwise acceptable to the Required Purchasers (which acceptance shall not be unreasonably withheld or delayed) and the Issuer. 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 $5,000,000 or such lesser amount equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term 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), and (iii) whether such Incremental Term Loan Commitments are commitments to purchase notes issued by the Issuer evidencing term loan debt with terms identical to the terms and conditions set forth in Section 2.14 of the existing Term Loans or commitments to purchase notes issued by the Issuer evidencing term loan debt with a different maturity date than the then existing Term Loans or with pricing terms different from the pricing terms of the then existing Term Loans (the term loans with such different pricing terms are referred to herein as the “Other Term Loans” and the related Incremental Term Loan Commitments as the “Other Term Loan Commitments”). The Issuer will first seek Incremental Term Loan Commitments from existing Purchasers (each of which shall be entitled to agree or decline to participate in its sole discretion) and, if additional commitments are needed, from additional banks, financial institutions and other provisions set forth herein, institutional lenders who will become Incremental Term Loan Purchasers in connection therewith. The Issuer and each Lender with Incremental Term Loan Purchaser shall execute and deliver (and provide a copy of the same to each Purchaser and Agent) an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, at any time Assumption Agreement and from time such other documentation as the Required Purchasers shall reasonably specify to time on and after the date that such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche of Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred on the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals evidence the Incremental Term Loan Commitment of each Incremental Term Loan Purchaser. The terms and provisions of the Incremental Term Loans shall be identical to those of the then existing Term Loans, except as otherwise set forth herein. If the initial pricing terms on the requested Other Term Loans (as determined by the Purchasers to be equal to the sum of (x) the margin above LIBOR on the requested Other Term Loans (inclusive of any interest rate floors), (y) any OID with respect to the requested Other Term Loans and (z) any upfront fees, but excluding arrangement, structuring and underwriting fees or similar fees not paid to the Purchasers generally that are paid or payable to MPEH, MLKK or their Affiliates or any other arranger, divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds the pricing terms of any of the then existing Term Loans (as determined by the Purchasers with respect to each such existing Term Loan to be equal to the sum of (x) the Applicable Margin for such existing Term Loans that are LIBOR Rate Loans (inclusive of any interest rate floors), (y) any OID with respect to such existing Term Loan and (z) any upfront fees, but excluding arrangement, structuring and underwriting fees or similar fees not paid to the Purchasers generally that are paid or payable to MPEH, MLKK or their Affiliates or any other arranger, divided by the lesser of (A) the average life to maturity of such existing Term Loans and (B) four) by more than 50 basis points, then the pricing terms then in effect for each such existing Term Loan shall automatically be increased to the extent necessary such that the pricing terms (inclusive of any OID) of each such existing Term Loans is equal to the pricing terms of the requested Other Term Loans minus 50 basis points, effective upon the purchase of notes issued by the Issuer evidencing the requested Other Term Loans; provided that, to the extent the pricing terms on the requested Other Term Loans is greater than the pricing terms with respect to such existing Term Loans solely as a result of a higher interest rate floor, then the interest rate margin increase shall be effectuated solely by increasing the interest rate floor on the applicable existing Term Loans, as applicable. The final maturity date of any Incremental Term Loans that are a separate tranche shall be no earlier than the maturity date of the Initial Term Loans and the Weighted Average Life to Maturity of any such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, Incremental Term Loans incurred hereunder may shall not be reborrowed. (e)shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans.

Incremental Term Loans. Subject In addition to Borrowings of Revolving Loans, Tranche A Term Loans and upon the terms and conditions set forth Tranche B Term Loans specified in Section 2.14 2.01(a), (b) and the other provisions set forth herein(c), each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agreesrespectively, at any time and from time to time on and after the date that such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche of Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Availability Date, the Borrower for such Tranche, which may request that the Lenders offer to enter into commitments to make Incremental Term Loans: Loans to the Borrower in U.S. Dollars. It is understood in each case that such offer may be made by any financial institution that is to become a Lender hereunder in connection with the making of such offer under this paragraph (i) e), so long as the Administrative Agent shall have consented to such financial institution being a Lender hereunder (such consent shall not be unreasonably withheld). In the event that one or more of the Lenders offer, in their sole discretion, to enter into such commitments, and such Lenders and the Borrower agree as to the amount of such commitments that shall be incurred on allocated to the applicable Incremental Term Loan Borrowing Date for respective Lenders making such Tranche offers, as to the fees (if any) to be payable by the Borrower in connection therewith and the Applicable Rate and (in the case of Incremental Term Loans; (ii) amortization relating thereto, the Borrower, the Administrative Agent and such Lenders shall execute and deliver a Incremental Term Loan Agreement and such Lenders shall become obligated to make Incremental Term Loans under this Agreement in an amount equal to the amount of their respective Incremental Term Loan Commitments as specified in such Incremental Term Loan Agreement. The Incremental Term Loans to be made pursuant to any Incremental Term Loan Agreement in response to any such request by the Borrower shall be denominated in deemed to be a separate “Series” of Incremental Term Loans for all purposes of this Agreement. Anything herein to the Applicable Currency for such Tranche contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Term Loan Commitments entered into pursuant to any request specified above (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Term Loans; ) shall be $75,000,000, (ii) the aggregate outstanding principal amount of Incremental Term Loans of all Series, together with the aggregate unutilized Incremental Term Commitments of all Series, shall not exceed $300,000,000 at any time, (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred Commitments of any Series shall terminate on the earlier of the Incremental Term Loan Availability Date and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all the date after the date of the respective Incremental Term Loan Agreement for such Series as agreed upon by the Borrower and the Incremental Term Loan Lenders and (iv) in no event shall the Incremental Term Loan Agreement for any Series of Incremental Term Loans that are Dollar Loans comprising provide for the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be final maturity of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising of such Series to be earlier than the same Borrowing under such Tranche shallB Term Loan Maturity Date, unless otherwise specifically provided herein, be or for the weighted average life to maturity of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other Loans of such Series to be less than Canadian Dollars), be incurred and maintained in one or more Borrowings the weighted average life to maturity of (A) in the case Tranche B Term Loans as of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case date of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Agreement (such determination of average life to be made by the Administrative Agent). Following agreement by the Borrower and one or more of the Lenders as provided above, subject to the terms and conditions set forth herein, each Incremental Term Loan Lender at the time of any incurrence thereofSeries agrees to make Incremental Term Loans of such Series to the Borrower from time to time during the period from and including the date of the respective Incremental Term Loan Agreement for such Series to and including the earlier of the Incremental Term Loan Availability Date and the date after the date of such Incremental Term Loan Agreement as agreed upon by the Borrower and the Incremental Term Loan Lenders, that in an aggregate principal amount which equals up to but not exceeding the amount of the Incremental Term Loan Commitment of such Series of such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (e)Lender.

Incremental Term Loans. Subject to and upon the terms and conditions set forth in Section 2.14 and the other provisions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, at any time and from time to time on and after the date that such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche of Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred on rank pari passu in right of payment and of security with the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Revolving Credit Loans and the Term Loans; (ii) shall mature on such date and amortize on such schedule as each may be denominated in agreed by the Applicable Currency for Borrower and the Lenders providing such Tranche Incremental Term Loan, provided that no Incremental Term Loan shall mature earlier than the Term Loan Maturity Date and each Incremental Term Loan shall have a Weighted Average Life to Maturity that is no shorter than the then remaining Weighted Average Life to Maturity of Incremental the Term Loans; (iii) shallexcept as set forth above, if Dollar Loans, at shall be treated substantially the option of same as the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall(in each case, unless otherwise specifically provided herein, be of the same Typeincluding with respect to mandatory and voluntary prepayments); (iv) shallshall bear a rate of interest, OID (as defined below) and initial fees as agreed by the Borrower and the Lenders providing such Incremental Term Loan, provided that if Canadian Dollar Loans, at the option of the applicable initial yield on any Incremental Term Loan Borrower, (as reasonably determined by the Administrative Agent and the Borrower to be incurred and maintained as, and/or converted into, CDOR equal to the sum of (x) the margin above the LIBO Rate Loans or Canadian Prime Rate on such Incremental Term Loans, provided that all (y) if such Incremental Term Loans that are Canadian Dollar Loans comprising initially made at a discount or the Lenders making the same Borrowing under receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so but excluding any arrangement fees not paid to the Lenders thereof generally (the amount of such Tranche shalldiscount or fee, unless otherwise specifically provided herein, be expressed as a percentage of the Incremental Term Loans, being referred to herein as “OID”), the amount of such OID (based on an assumed four year weighted average life) and (z) any minimum LIBO rate applicable to such Incremental Term Loans, the “Incremental Yield”) exceeds the initial yield on the Term Loans by more than 50 basis points (taking into account the same Typefactors in making the determination of the yield on the Incremental Term Loans and assuming a weighted average life of four years; the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate then in effect for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Term Loans; and (v) shallexcept as provided in clauses (ii) and (iv) above, if an Alternate Currency the terms and conditions applicable to Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for be materially more restrictive on the Borrower than those of the Term Loans. Subject to the limitations in this clause (b) and any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to applicable limitations in Section 4.03(b)). Once repaid6.10, Incremental Term Loans incurred hereunder may not be reborrowed. (e)issued in exchange for other Indebtedness of the Borrower and its Restricted Subsidiaries.

Incremental Term Loans. Subject (a) The At any time prior to the Second Amendment Date or after the end of the Second Amendment Period, the Issuer may, by written notice to the Purchasers and upon Agent from time to time, request Incremental Term Loan Commitments, in an aggregate amount not to exceed the Incremental Term Loan Amount, from one or more Incremental Term Loan Purchasers, each of which must be (i) an existing Purchaser, (ii) any Affiliate or Approved Fund of any existing Purchaser or (iii) any other Person that is not a Restricted Purchaser and is otherwise acceptable to the Required Purchasers (which acceptance shall not be unreasonably withheld or delayed) and the Issuer. 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 $5,000,000 or such lesser amount equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term 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), and (iii) whether such Incremental Term Loan Commitments are commitments to purchase notes Table of Contents issued by the Issuer evidencing term loan debt with terms identical to the terms and conditions set forth in Section 2.14 of the existing Term Loans or commitments to purchase notes issued by the Issuer evidencing term loan debt with a different maturity date than the then existing Term Loans or with pricing terms different from the pricing terms of the then existing Term Loans (the term loans with such different pricing terms are referred to herein as the “Other Term Loans” and the related Incremental Term Loan Commitments as the “Other Term Loan Commitments”). The Issuer will first seek Incremental Term Loan Commitments from existing Purchasers (each of which shall be entitled to agree or decline to participate in its sole discretion) and, if additional commitments are needed, from additional banks, financial institutions and other provisions set forth herein, institutional lenders who will become Incremental Term Loan Purchasers in connection therewith. The Issuer and each Lender with Incremental Term Loan Purchaser shall execute and deliver (and provide a copy of the same to each Purchaser and Agent) an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, at any time Assumption Agreement and from time such other documentation as the Required Purchasers shall reasonably specify to time on and after the date that such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche of Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred on the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals evidence the Incremental Term Loan Commitment of each Incremental Term Loan Purchaser. The terms and provisions of the Incremental Term Loans shall be identical to those of the then existing Term Loans, except as otherwise set forth herein. If the initial pricing terms on the requested Other Term Loans (as determined by the Purchasers to be equal to the sum of (x) the margin above LIBOR on the requested Other Term Loans (inclusive of any interest rate floors), (y) any OID with respect to the requested Other Term Loans and (z) any upfront fees, but excluding arrangement, structuring and underwriting fees or similar fees not paid to the Purchasers generally that are paid or payable to MPEH, MLKK or their Affiliates or any other arranger, divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds the pricing terms of any of the then existing Term Loans (as determined by the Purchasers with respect to each such existing Term Loan to be equal to the sum of (x) the Applicable Margin for such existing Term Loans that are LIBOR Rate Loans (inclusive of any interest rate floors), (y) any OID with respect to such existing Term Loan and (z) any upfront fees, but excluding arrangement, structuring and underwriting fees or similar fees not paid to the Purchasers generally that are paid or payable to MPEH, MLKK or their Affiliates or any other arranger, divided by the lesser of (A) the average life to maturity of such existing Term Loans and (B) four) by more than 50 basis points, then the pricing terms then in effect for each such existing Term Loan shall automatically be increased to the extent necessary such that the pricing terms (inclusive of any OID) of each such existing Term Loans is equal to the pricing terms of the requested Other Term Loans minus 50 basis points, effective upon the purchase of notes issued by the Issuer evidencing the requested Other Term Loans; provided that, to the extent the pricing terms on the requested Other Term Loans is greater than the pricing terms with respect to such existing Term Loans solely as a result of a higher interest rate floor, then the interest rate margin increase shall be effectuated solely by increasing the interest rate floor on the applicable existing Term Loans, as applicable. The final maturity date of any Incremental Term Loans that are a separate tranche shall be no earlier than the maturity date of the Initial Term Loans and the Weighted Average Life to Maturity of any such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, Incremental Term Loans incurred hereunder may shall not be reborrowed. (e)shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans.

Incremental Term Loans. Subject Notices to the Administrative Agent of borrowing, conversions and upon the terms and conditions set forth in Section 2.14 and the other provisions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche prepayments of Incremental Term Loans severally agrees, at any time and from time to of the duration of Interest Periods shall be irrevocable and shall be effective only if received by the Administrative Agent not later than 11:00 a.m. New York time on and after the number of Business Days prior to the date that such of the relevant termination, reduction, borrowing, conversion and/or prepayment specified below: Notice Number of Business Days Prior Borrowing or prepayment of ABR Loans 1 Borrowing or prepayment of, conversion of or into, or duration of Interest Period for Dollar-denominated Eurocurrency Loans 3 Borrowing or prepayment of Non-Dollar-denominated Incremental Term Loan Commitment is obtained Loans (other than Australian Dollar-denominated and Yen-denominated Incremental Term Loans) 3 Borrowing of Australian Dollar-denominated and Yen-denominated Incremental Term Loans 4 Prepayments required pursuant to Section 2.14 3.02(b) or 3.02(c) 1 Each such notice of termination or reduction shall specify the amount thereof to be terminated or reduced. Each such notice of borrowing, conversion or prepayment shall specify the amount and prior Type of the Loans to be borrowed, converted or prepaid (subject to Sections 3.02(a) and 5.04 hereof), the Incremental Commitment Termination Date for such Tranche date of Incremental Term Loansborrowing, to make conversion or prepayment (which shall be a term loan or term loans (each an “Incremental Term Loan” Business Day) and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred on the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated Eurocurrency Loans, the duration of the Interest Period therefor (subject to the definition of Interest Period). Each such notice of duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the affected Lenders of the contents of each such notice. In the event that a Borrower fails to select the duration of any Interest Period for any Eurocurrency Loans within the time period and otherwise as provided in a Primary Alternate Currency this Section 5.05, such Loans (other than Pounds Sterling), if outstanding as Eurocurrency Rate Loans) will be automatically converted into ABR Loans denominated in on the last day of the then current Interest Period for such Primary Alternate Currency under such TrancheLoans or (if outstanding as ABR Loans) will remain as, or (Bif not then outstanding) in the case of Borrowings denominated in Pounds Xxxxxxxxwill be made as, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (e)ABR Loans.

Incremental Term Loans. Subject (i) Following the Closing Date, the Borrower may from time to and upon time prior to the terms and conditions Maturity Date with respect to the Term Loan Facility, request that additional term loans be made to it in accordance with this Section 2.1(e) (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in Section 2.14 and 2.1(e)(ii)) therein (u) the other provisions set forth herein, each Lender with an Incremental Term Loan Commitment for a given amount of the Tranche of Incremental Term Loans severally agreesrequested (which Tranche shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof), at any time and (v) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than thirty (30) days from time to time on and after the date that such of delivery of the Notice of Incremental Term Loan Commitment is obtained pursuant Borrowing (or such shorter period of time as to Section 2.14 which the Administrative Agent may agree in its sole discretion)), (w) the Interest Rate Option(s) and prior the Applicable Margin(s) to be applicable to all Incremental Term Loans in such Tranche, (x) the amortization for all Incremental Term Loans in such Tranche, and (y) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Commitment Termination Date for Term Loans requested, and (z) the proposed use of the proceeds of such Tranche of Incremental Term Loans. Subject to the last sentence in Section 2.1(e)(iv), 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 Notice of Incremental Term Loan Borrowing, the Borrower shall also deliver to the Administrative Agent a certificate of a Compliance Officer of the Borrower certifying (1) that after giving effect to the Borrowing of such Tranche of Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans: (i) Parties shall be incurred on in pro forma compliance with the applicable Incremental Term Loan Borrowing Date covenants set forth in Article VIII as of the most recent period for such Tranche which financial statements have been delivered (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 five (5) Tranches of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (e).

Incremental Term Loans. Subject (a) At any time, the Borrower may by written notice to and upon the terms and conditions set forth Administrative Agent elect to request the establishment of one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental Term Loan”); provided that the total aggregate amount for all such Incremental Term Loan Commitments shall not (as of any date of incurrence thereof) exceed (x) an amount equal to $100.0 million plus (y) up to an unlimited amount of Incremental Term Loans so long as, in Section 2.14 and the case of this clause (y), after giving effect to such Incremental Term Loan, the Consolidated Senior Secured Leverage Ratio (calculated for such purposes assuming that any Credit Agreement Refinancing Indebtedness in respect of any Incremental Term Loans is at all times secured whether or not secured) does not exceed 2.50 to 1.00. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Term Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other provisions set forth hereinPerson reasonably satisfactory to the Administrative Agent, each Lender with to provide an Incremental Term Loan Commitment for (any such Person, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a given Tranche portion of any Incremental Term Loans severally agreesLoan Commitment may elect or decline, at any time and from time in its sole discretion, to time on and after the date that provide such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche of Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which Incremental Term Loans: (i) shall be incurred on the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shall, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals the Commitment. Any Incremental Term Loan Commitment shall become effective as of such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to Section 4.03(b)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (e)Increased Amount Date; provided that:

Incremental Term Loans. Subject The Borrower may on no more than two occasions during the period beginning on the Effective Date to and upon the terms and conditions set forth in Section 2.14 and the other provisions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, at any time and from time to time on and after including the date that such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and six months prior to the Incremental Commitment Termination Date for such Tranche Maturity Date, provided that no Qualified Acquisition Period is then in existence, enter into one or more tranches of Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term Loan” and”), collectivelyin each case in minimum increments of $25,000,000 so long as, after giving effect thereto, the aggregate amount of all such Incremental Term Loans does not exceed $100,000,000. The Borrower may arrange for any such tranche to be provided by one or more Lenders or new banks, financial institutions or other entities (each, an “Incremental Term LoansLoan Lender”); provided that (i) each Incremental Term Loan Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”) and (ii) no Lender shall be required to participate in any tranche of Incremental Term Loans. No consent of any Lender (other than the Lenders participating in any Incremental Term Loan) shall be required for any Incremental Term Loan pursuant to this Section 2.20. Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the Incremental Term Loan Borrower for such Tranche, Lenders and the Administrative Agent shall notify each Lender thereof. Upon the effectiveness of any Accession Agreement to which Incremental Term Loans: (i) shall be incurred on the applicable any Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Loans; (ii) shall be denominated in the Applicable Currency for such Tranche of Incremental Term Loans; (iii) shallLender is a party, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (iv) shall, if Canadian Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, be incurred and maintained as, and/or converted into, CDOR Rate Loans or Canadian Prime Rate Loans, provided that all Incremental Term Loans that are Canadian Dollar Loans comprising the same Borrowing under such Tranche shall, unless otherwise specifically provided herein, be of the same Type; (v) shall, if an Alternate Currency Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for any such Incremental Term Loan Lender at shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Term Loan Lender hereunder and subject to all obligations of a Term Loan Lender hereunder. Notwithstanding the time foregoing, no tranche of any incurrence thereof, that aggregate principal amount which equals the Incremental Term Loan Commitment Loans shall become effective under this Section unless, (i) on the proposed date of the effectiveness of such Incremental Term Loan Lender for Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such Tranche at such time date and executed by a Financial Officer of the Borrower and (before B) the Borrower shall be in compliance on a pro forma basis (giving effect to any reduction thereof at the use of proceeds of such time pursuant to Section 4.03(b)). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. Loan) with the covenants contained in Section 6.12 and (e)ii) the Administrative Agent shall have received documents consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow such

Incremental Term Loans. Subject to and upon the terms and conditions set forth in Section 2.14 and the other provisions set forth herein, each Lender with an Incremental Term Loan Commitment for a given Tranche of Incremental Term Loans severally agrees, at any time and from time to time on and after the date that such Incremental Term Loan Commitment is obtained pursuant to Section 2.14 and prior to the Incremental Commitment Termination Date for such Tranche of Incremental Term Loans, to make a term loan or term loans (each an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Incremental Term Loan Borrower for such Tranche, which The Incremental Term Loans: (i) shall be incurred on rank pari passu in right of payment and of security with the applicable Incremental Term Loan Borrowing Date for such Tranche of Incremental Term Revolving Credit Loans and the Term-1 Loans; (ii) shall mature on such date and amortize on such schedule as each may be denominated in agreed by the Applicable Currency for Borrower and the Lenders providing such Tranche of Incremental Term Loan, provided that no Incremental Term Loan shall mature earlier than the Term-1 Loan Maturity Date and each Incremental Term Loan shall have a Weighted Average Life to Maturity that is no shorter than the then remaining Weighted Average Life to Maturity of the Term-1 Loans; (iii) shallexcept as set forth above, if Dollar Loans, at the option of the applicable Incremental Term Loan Borrower, shall be incurred and maintained as, and/or converted into, Base Rate Loans or EurodollarRFR Loans, provided that all Incremental Term Loans that are Dollar Loans comprising treated substantially the same Borrowing under such Tranche shallas the Term-1 Loans (in each case, unless otherwise specifically provided herein, be of the same Typeincluding with respect to mandatory and voluntary prepayments); (iv) shallshall bear a rate of interest, OID (as defined below) and initial fees as agreed by the Borrower and the Lenders providing such Incremental Term Loan, provided that if Canadian Dollar Loans, at the option of the applicable initial yield on any Incremental Term Loan Borrower, (as reasonably determined by the Administrative Agent and the Borrower to be incurred and maintained as, and/or converted into, CDOR equal to the sum of (x) the margin above the LIBO Rate Loans or Canadian Prime Rate on such Incremental Term Loans, provided that all (y) if such Incremental Term Loans that are Canadian Dollar Loans comprising initially made at a discount or the Lenders making the same Borrowing under receive a fee directly or indirectly from the Borrower or any Subsidiary for doing so but excluding any arrangement fees not paid to the Lenders thereof generally, underwriting, documentation and similar fees and (the amount of such Tranche shalldiscount or fee, unless otherwise specifically provided herein, be expressed as a percentage of the Incremental Term Loans, being referred to herein as “OID”), the amount of such OID (based on an assumed four year weighted average life) and (z) any minimum LIBO rate applicable to such Incremental Term Loans, the “Incremental Yield”) exceeds the initial yield on the Term Loans-1 Loans (as adjusted by any prior increase pursuant to this subclause (b)) by more than 50 basis points (taking into account the same Typefactors in making the determination of the yield on the Incremental Term Loans and assuming a weighted average life of four years; the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Rate then in effect for Term-1 Loans shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Term Loans; and (v) shallexcept as provided in clauses (ii) and (iv) above, if an Alternate Currency the terms and conditions applicable to Incremental Term Loan denominated in a Primary Alternate Currency (other than Canadian Dollars), be incurred and maintained in one or more Borrowings of (A) in the case of Borrowings denominated in a Primary Alternate Currency (other than Pounds Sterling), Eurocurrency Rate Loans denominated in such Primary Alternate Currency under such Tranche, or (B) in the case of Borrowings denominated in Pounds Xxxxxxxx, XXXXX RFR Loans denominated in Pounds Sterling; and (vi) shall not exceed for be materially more restrictive on the Borrower than those of the Term-1 Loans. Subject to the limitations in this clause (b) and any such Incremental Term Loan Lender at the time of any incurrence thereof, that aggregate principal amount which equals the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche at such time (before giving effect to any reduction thereof at such time pursuant to applicable limitations in Section 4.03(b)). Once repaid6.10, Incremental Term Loans incurred hereunder may not be reborrowed. (e)issued in exchange for other Indebtedness of the Borrower and its Restricted Subsidiaries.