Common use of Incremental Term Loans Clause in Contracts

Incremental Term Loans. (a) The Borrower may at any time or from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans”) in accordance with this Section 2.18 in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clause.

Incremental Term Loans. (a) The Borrower may at any time or and from time to timetime after the Closing Date (subject to the terms of the Commitment Letter), by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans”) in accordance with this Section 2.18 in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness proceeds of such Incremental Term Loans shall be applied to repay or redeem secured debt, secured lease obligations or preferred securities of any Project Subsidiary (x) set forth on Schedule 2.27 annexed hereto in an aggregate amount (including such amounts so applied pursuant to clause (i)(x) of the first proviso to Section 2.33 of the Existing DIP Agreement) not to exceed $1,100,000,000 during the term of this Agreement (the “Schedule Limit”) or (2y) other than in accordance with the preceding clause (x), in an aggregate amount not to exceed $2,000,000,000, minus the aggregate proceeds applied to repayments or redemptions under the preceding clause (x), so long as the Collateral Requirements are satisfied, (ii) at the time that any such Incremental Term Loan is made (immediately after giving effect thereto), no Default or Event of Default shall have occurred and be continuing, (iii) the Borrower shall be in compliance with the covenants set forth in Section 6.17 determined on a definitive agreement is entered into pro forma basis as of the date of such Incremental Term Loan and the last day of the most recent fiscal period of the Borrower for which financial statements have been provided, in each case, as if such Incremental Term Loans had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith and after giving effect to any other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions after the beginning of the relevant fiscal quarter but prior to or simultaneous with the borrowing of such Incremental Term Loan, (iv) all fees and expenses owing in respect of such increase to the Agents and the Lenders shall have been paid, (v) if the Applicable Margin with respect to such Incremental Term Loans shall be higher than the Applicable Margin then in effect for the First Priority Term Loans plus 0.50%, such Applicable Margin with respect to the transaction First Priority Term Loans shall be automatically adjusted to be financed by equal to the relevant Applicable Margin relating to such Incremental Term Loans; provided that this clause (v) shall not be applicable with respect to any incurrence of Incremental Term Loans the proceeds of which are used to repay the secured debt, secured lease obligations or preferred securities set forth on Schedule 2.27 annexed hereto subject to the Schedule Limit during the term of this Agreement, (vi) S&P and Xxxxx’x shall have reaffirmed (with no negative outlook) the ratings then in effect for the Facilities, after taking into account the incurrence of such Incremental Term Loans; provided that no such rating affirmation shall be required with respect to any incurrence of Incremental Term Loans (x) the proceeds of which are used to repay the secured debt, secured lease obligations or preferred securities set forth on Schedule 2.27 annexed hereto subject to the Schedule Limit or (y) the proceeds of which are used to repay the secured debt, secured lease obligations or preferred securities (I) set forth on Schedule 2.27 annexed hereto subject to the Schedule Limit or (II) other than in accordance with the preceding clause (I) unless such Incremental Term Loans giving pro forma effect to such acquisition and would cause the incurrence aggregate amount of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under incurred pursuant to this Section 2.18 2.27 and described in reliance on this clause (y)(II) (or incurred pursuant to Section 2.18(a)(i2.33 of the Existing DIP Agreement and described in clause (y)(II) of the third proviso of Section 2.33(a) of the Existing DIP Agreement) to exceed $500,000,000 or any integral multiple of $500,000,000 or would cause the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any aggregate amount of Incremental Term Loans an explicit election incurred pursuant to incur this Section 2.27 (or incurred pursuant to Section 2.33 of the Existing DIP Agreement) to equal $2,000,000,000 and (vii) the other terms and conditions in respect of such Incremental Term Loans (other than pricing and amortization), to the extent not consistent with the Facilities, shall otherwise be reasonably satisfactory to the Administrative Agent. Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in paragraph (c) below). The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the First Priority Term Loans, (b) shall mature concurrently with the First Priority Term Loans and (c) for purposes of repayments shall be treated substantially the same as the First Priority Term Loans (including with respect to mandatory and voluntary prepayments and scheduled amortization). Each notice from the Borrower pursuant to this Section 2.18(a)(i2.27 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender (and each existing First Priority Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan or by any other bank or other financial institution (any such other bank or other financial institution being called a “New Lender”); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur New Lender making such Incremental Term Loans if such consent would be required under Section 2.18(a)(i) 9.6 for an assignment of First Priority Term Loans to the extent permitted if such Lender or New Lender. Commitments in respect of Incremental Term Loans are permitted shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Commitment Supplement”) substantially in the form of Exhibit I to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, the Guarantors, each Lender agreeing to provide such Commitment, if any, each New Lender, if any, and the Administrative Agent. An Incremental Commitment Supplement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be incurred under such clausenecessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provision of this Section 2.27.

Incremental Term Loans. (a) The Borrower may at any time or from time to timetime after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the establishment of one or more additional tranches of new term loans loan commitments (the “Incremental Term Loans”) in accordance with this Section 2.18 in an aggregate principal amount not to exceed (i) an amount ); provided that both at the time of any such that the Senior Secured Leverage Ratio, as of the date of request and upon the effectiveness of any such Incremental Term LoansAmendment referred to below, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under no Event of Default shall exist; provided further that the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness used solely to pay cash consideration for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the acquisitions permitted under this Agreement. Each Incremental Term Loan shall be in an aggregate principal amount of that is not less than $50,000,000 (or such lower amount that either (A) represents all increases remaining availability under the limit set forth in the revolving commitments provided under next sentence or (B) is acceptable to the ABL Facility incurred after Administrative Agent). Notwithstanding anything to the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes contrary herein, the aggregate amount of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans shall not exceed the primary purpose leassert of which is to finance an acquisition permitted by this Agreement(x) $500,000,000 and300,000,000, (y) the maximum amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such proposed Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to Loan that could be financed by incurred such Incremental Term Loans that before and after giving pro forma effect to such Incremental Term Loan and after giving effect to anythe applicable acquisition permitted under this Agreement and consummated in connection with the incurrence application of such Indebtedness as if each occurred on such date. For the avoidance of doubtproceeds, the Borrower may incur Incremental Term Loans under this Senior Secured Leverage Ratio is equal to or less than the Senior Secured Leverage Ratio as of the last date for which Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice 5.04 Financials have been delivered to the Administrative Agent and (z) the maximum amount at the time of such proposed Incremental Term Loans that could be incurred such that before and after giving pro forma effect to such Incremental Term Loans and the applicable acquisition permitted under this Agreement and consummated in connection with the application of such proceeds, the Senior Secured Leverage Ratio does not exceed 5.00:1.00 as of the last date for which Section 5.04 Financials have been delivered to the Administrative Agent. EachThe Incremental Term Loans (1i) shall rank pari passu in right of payment and of security with the then- existing Term Loans, (2ii) shall not mature earlier than the Term Loan Maturity Date, (3iii) shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of than the then existing Term Loans (without giving effect to annual amortization on any Incremental Term Loan Facility not in excess of 1% of the principal amount thereof) and (4) shall be treated in the same manner as the Term Loans for purposes of Section 2.13(c) existing Term Loans. (iv) the amortization schedule and Applicable Percentages for the Incremental Term Loans shall be determined by the Borrower and the Lenders of the Incremental Term Loans; provided that the all-in yield applicable to any Incremental Term Loans an explicit election with respect to incur which any Sponsor is making more than such Sponsor’s Participation Portion of such Incremental Term Loans pursuant shall not exceed 12% per annum; provided, further, that (x) such all-in yield shall be calculated based on the Adjusted LIBO Rate, including giving effect to Section 2.18(a)(iany LIBO Rate floor, as of the date such Incremental Term Loans are made to the Borrower, (y) original issue discount (“OID”) or Section 2.18(a)(ii), then the Borrower upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Incremental Term Loans in the primary syndication thereof shall be included in the calculation of such all-in yield (with OID being equated to interest based on a four-year to life maturity) and (z) customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded from the calculation of such all-in yield, and (v) may otherwise have elected terms and conditions different from those of the then existing Term Loans; provided that any differences set forth in this clause (v) shall be reasonably satisfactory to incur the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.22 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loan. Incremental Term Loans may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); (and each existing Lender will have the right, but not the obligation, to make a portion of any Incremental Term Loan up to an amount equal to its pro rata share of the then existing Term Loans (a “Participation Portion”). on terms permitted in this Section 2.22; provided that to the extent that any existing Lender does not offer to lend its full Participation Portion (any such remaining Incremental Term Loans, “Remaining Incremental Term Loans”), any existing Lender that does offer to lend its full Participation Portion (a “Participating Lender”) will have the right, but not the obligation, to make all or any portion of the entire Remaining Incremental Term Loans, and if the Participating Lenders, in the aggregate have elected, pursuant to this proviso, to make Incremental Term Loans in excess of the Remaining Incremental Term Loans, then the Remaining Incremental Term Loans shall be allocated among such Lenders pro rata based on the amount of Remaining Incremental Term Loans such Lender was willing to make; provided, further, that any existing Lender may assign its right to make Incremental Term Loans to an Affiliate of such existing Lender); provided that the relevant Persons under Section 9.04(b) shall have consented (in each case, not to be unreasonably withheld or delayed) to such Lender's or Additional Lender’s making such Incremental Term Loans Loans, if such consent would be required under Section 2.18(a)(i9.04(b) to the extent permitted if Incremental for an assignment of Term Loans are permitted to be incurred under such clauseLender or Additional Lender.

Incremental Term Loans. (a) The Borrower may at any time or from time to timetime after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the establishment of one or more additional tranches of new term loans loan commitments (the “Incremental Term Loans”) in accordance with this Section 2.18 ); provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist. Each Incremental Term Loan shall be in an aggregate principal amount that is not less than $50,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is acceptable to exceed (i) an the Administrative Agent). Notwithstanding anything to the contrary herein, the aggregate amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes exceed the lesser of calculating the Senior Secured Leverage Ratio), plus (iix) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) 500,000,000 and (iiy) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the maximum amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such proposed Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to Loan that could be financed by incurred such Incremental Term Loans that before and after giving pro forma effect to such Incremental Term Loan and after giving effect to any acquisition permitted under this Agreement and consummated in connection with the incurrence application of such Indebtedness as if each occurred on such date. For the avoidance of doubtproceeds, the Senior Secured Leverage Ratio does not exceed 5.00:1.00 as of the last date for which Section 5.04 Financials have been delivered to the Administrative Agent. Each Incremental Term Loan (1) shall rank pari passu in right of payment and of security with the then-existing Term Loans, (2) shall not mature earlier than the Term Loan Maturity Date, (3) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the then-existing Term Loans (without giving effect to annual amortization on any Incremental Term Loan Facility not in excess of 1% of the principal amount thereof) and (4) shall be treated in the same manner as the Term Loans for purposes of Section 2.13(c). Each notice from the Borrower may incur pursuant to this Section 2.22 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loan. Incremental Term Loans may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”); provided that the relevant Persons under this Section 2.18 9.04(b) shall have consented (in reliance on Section 2.18(a)(ieach case, not to be unreasonably withheld or delayed) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur Lender’s or Additional Lender’s making such Incremental Term Loans pursuant to Loans, if such consent would be required under Section 2.18(a)(i9.04(b) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental for an assignment of Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clauseLender or Additional Lender.

Incremental Term Loans. In addition to Borrowings of Revolving Loans, Tranche A Term Loans and Tranche B Term Loans specified in Section 2.01(a), (ab) The Borrower may and (c), respectively, at any time or and from time to time, by notice time prior to the Administrative Agent Incremental Term Loan Availability Date, the Borrower may request that the Lenders offer to enter into commitments to make Incremental Term 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 (whereupon e), so long as the Administrative Agent shall promptly deliver have consented to such financial institution being a copy to each of Lender hereunder (such consent shall not be unreasonably withheld). In the Lenders), request event that one or more additional tranches of term loans 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 allocated to the respective Lenders making such 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”) in accordance with this Section 2.18 in amortization relating thereto, the Borrower, the Administrative Agent and such Lenders shall execute and deliver an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would be equal Loan Agreement and such Lenders shall become obligated to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur make Incremental Term Loans under this Section 2.18 Agreement in reliance on Section 2.18(a)(i) an amount equal to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included amount of their respective Incremental Term Loan Commitments as specified in such notice Incremental Term Loan Agreement. The Incremental Term Loans to the Administrative Agent for be made pursuant to any Incremental Term Loans an explicit election Loan Agreement in response to incur any such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then request by the Borrower shall be deemed to have elected be a separate “Series” of Incremental Term Loans for all purposes of this Agreement. Anything herein to incur the 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 $500,000,000 at any time, (iii) the Incremental Term Loan Commitments of any Series shall terminate on the earlier of the Incremental Term Loan Availability Date and 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 provide for the final maturity of the Incremental Term Loans of such Series to be earlier than the Tranche B Term Loan Maturity Date, or for the weighted average life to maturity of the Incremental Term Loans of such Series to be less than the weighted average life to maturity of the Tranche B Term Loans as of the date of such Incremental Term Loans under Section 2.18(a)(i) 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 extent permitted if terms and conditions set forth herein, each Incremental Term Loan Lender of any Series agrees to make Incremental Term Loans are permitted of such Series to be incurred under the Borrower from time to time during the period from and including the date of the respective Incremental Term Loan Agreement for such clauseSeries 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, in an aggregate principal amount up to but not exceeding the amount of the Incremental Term Loan Commitment of such Series of such Incremental Term Loan Lender.

Incremental Term Loans. (a) The Borrower Borrowers may at any time or from time to time, by written notice to the Administrative Agent (whereupon elect to request the Administrative Agent shall promptly deliver a copy to each establishment of the Lenders), request one or more additional tranches of new term loans loan commitments (the “Incremental New Term LoansLoan Commitments”) in accordance with this Section 2.18 hereunder, in an aggregate principal amount for all such New Term Loan Commitments not to exceed in excess of the greater of (ia) $50.0 million and (b) an amount unlimited amount, so long as in the case of this clause (b), after giving effect to such that New Term Loans, the Senior Consolidated Net Total Secured Leverage Ratio on a pro forma basis (but without netting the cash proceeds of such New Term Loans for purposes of determining the Consolidated Net Total Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would ) shall be equal to or less than 3.50:1.003.00 to 1.00, calculated plus, in each case, in the case of New Term Loans that serve to effectively extend the maturity of any then outstanding Term Loans, an amount equal to the portion of such then outstanding Term Loans to be replaced with such New Term Loans. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrowers propose that the New Term Loan Commitments shall be effective, which shall be a Pro Forma Basis date not less than five (5) Business Days after the date on which such notice is delivered to Administrative Agent unless the Administrative Agent otherwise agrees; 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 Event of Default shall exist or would exist after giving effect thereto and Holdings shall be in pro forma compliance with Section 7.1 on such Increased Amount Date after giving effect to such incurrence 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 7.7 or redemption, repurchase, defeasance, repayment or refinancing of Indebtedness consummated in accordance therewith (treating any proposed increase in revolving commitments under but without netting the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any cash proceeds of such Incremental New Term Loans for purposes of determining the Consolidated Net Total Leverage Ratio) (provided that to the extent the proceeds of such New Term Loans will be used to consummate a Permitted Acquisition or Investment permitted by Section 7.7, the conditions set forth in clause (1) above shall only be required to be satisfied on the date on which definitive agreements with respect to such Permitted Acquisition or Investment permitted by Section 7.7 are entered into, assuming that such New Term Loan Commitments are established, and the Loans thereunder made, on such date, the proceeds thereof are applied on such date and such Permitted Acquisition or Investment permitted by Section 7.7 closes on such date); (2) the interest rate margins applicable to any New Term Loan will be determined by the Borrowers and the Lenders providing such New Term Loan and such interest rate margins (which shall be deemed to include original issue discount (based on a four (4) year average life to maturity or, if less, the remaining life to maturity) and upfront fees, but exclude arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Joint Lead Arrangers or the Documentation Agent (or their respective affiliates) in their capacities as such in connection with the existing Initial Term Facility or to one or more arrangers (or its affiliates) in their capacities as such applicable to the New Term Loans or New Term Loan Commitments or any other or other fees payable in connection with the existing Initial Term Facility or the New Term Loans or New Term Loan Commitments that are not paid generally to Lenders providing the existing Initial Term Loan Facility or such New Term Loans) will not be more than 0.50% higher than the interest margins applicable to the existing Initial Term Facility, unless the interest rate margins with respect to the existing Initial Term Facility are increased by an amount equal to the difference between the interest rate margins with respect to the New Term Loans and the corresponding interest rate margins on the existing Initial Term Facility, minus 0.50%, provided, that if the lowest permissible Eurodollar Rate is greater than 1.00% for such New Term Loans, the difference between such “floor” and 1.00%, in the case of the Eurodollar Rate for such New Term Loans, shall be equated to interest rate margin for purposes of this clause (3) and to the extent the provisions of this clause (3) would require the interest rate margins applicable to the existing Initial Term Loans to be increased, such increase shall first be applied to the “floors” in respect of the existing Initial Term Loans; (4) the proceeds of any other substantially simultaneous debt incurrences New Term Loans shall be used for general corporate purposes of the Borrowers and their Subsidiaries (including Permitted Acquisitions and Investments permitted by Section 7.7); (5) the New Term Loans shall rank pari passu in right of payment and of Collateral with the existing Initial Term Loans; (6) in the case of any New Term Loans, the maturity date thereof shall not be netted from Consolidated Senior Secured Indebtedness for purposes 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 calculating the Senior Secured Leverage Ratio), plus Initial Term Loans that are not New Term Loans; (ii7) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment terms and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) documentation with respect to any Incremental New Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) a definitive agreement is entered into differ from those with respect to the transaction to be financed by such Incremental Initial Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice shall be reasonably satisfactory to the Administrative Agent, except as set forth in clauses (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 Borrowers, the Administrative Agent for and one or more New Term Lenders; and (9) the Borrowers shall deliver or cause to be delivered any Incremental customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an explicit election to incur 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 Incremental New Term Loans pursuant are made shall be designated as a separate tranche (a “Tranche”) of Term Loans, as applicable, for all purposes of this Agreement. On any Increased Amount Date on which any New Term Loan Commitments become effective, subject to Section 2.18(a)(ithe foregoing terms and conditions, each lender with a New Term Loan Commitment (each, a “New Term Lender”) shall become a Lender hereunder with respect to such New Term Loan Commitment. The terms and provisions of the New Term Loan Commitments of any Tranche shall be, except as otherwise set forth in the relevant Joinder Agreement, identical to those of the applicable Term Loans and for purposes of this Agreement, any New Term Loans or Section 2.18(a)(ii), then the Borrower New Term Loan Commitments shall be deemed to have elected to incur such Incremental be Term Loans under 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 be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clause2.25.

Incremental Term Loans. (a) The Borrower may at At any time or and from time to timetime prior to the Tranche B Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add one or more additional tranches of term loans (the “Incremental Term Loans”), provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (A) no Default has occurred and is continuing or shall result therefrom, (B) the Borrower shall be in accordance compliance on a Pro Forma Basis with this the covenants contained in Sections 6.12 and 6.13 recomputed as of the last day of the most-recently ended fiscal quarter of the Borrower (C) the Incremental Term Loans shall constitute “Senior Indebtedness” and “Designated Senior Indebtedness” under and as defined in the Convertible Notes Documents and (D) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth in clauses (A), (B) and (C) above, together with all calculations relevant thereto, including reasonably detailed calculations demonstrating compliance with clause (B) above (which calculations shall, if made as of the last day of any fiscal quarter of the Borrower for which the Borrower has not delivered to the Administrative Agent the financial statements and certificate of a Financial Officer required to be delivered by Section 2.18 5.01(a) or (b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA and Consolidated Cash Interest Expense for the relevant period). Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Term Loans shall not exceed $400,000,000. Each tranche of Incremental Term Loans shall be in an integral multiple of $1,000,000 and be in an aggregate principal amount that is not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would be equal to or less than 3.50:1.00$100,000,000, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not amount may be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) less than $100,000,000 (less if such amount represents all the remaining availability under the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clauseset forth above.

Incremental Term Loans. (a) “The Borrower may at any time or from time to time, by notice to time (but no more than three times) after the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), Third Amendment Effective Date request one or more additional new tranches of term loans (the “Incremental Term Loans”) in accordance with this Section 2.18 in an aggregate principal amount not to exceed (i) an amount such repurchase Senior Subordinated Notes pursuant to the Note Repurchase; provided, however, that the Senior Secured Leverage Ratio, as aggregate amount of the date of the effectiveness of any such Incremental Term Loans, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such all Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes exceed an amount equal to 101% of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date Senior Subordinated Notes repurchased pursuant to Section 2.20 thereof); provided that (i) the Note Repurchase plus accrued and unpaid interest on such repurchased Senior Subordinated Notes. Nothing in this Agreement shall be construed to obligate the Administrative Agent, the Arranger or any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect Lender to negotiate for, solicit to or provide any Incremental Term Loans Loans. Each Incremental Term Loan shall become effective on a date agreed by the primary purpose of Borrower and the Administrative Agent (each, an “Incremental Credit Extension Date”), which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at in any case on or after the date of satisfaction of the conditions precedent set forth in Section 3.2. The Administrative Agent shall notify the Lenders and the Borrower’s option, either at on or before 1:00 p.m., New York City time, on the time (1) date following a Incremental Credit Extension Date of the effectiveness of an Incremental Term Loan and shall record in the Register all applicable additional information in respect of such Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by such Loans. The Incremental Term Loans shall (i) not have a final maturity earlier than the Term Loan D Maturity Date, (ii) not have a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term Loan D Loans, (iii) have an applicable margin that is not more than the Applicable Margin on the Term Loan D Loans (after giving pro forma effect to such acquisition any increase in the Applicable Margin for the Term Loan D Loans), (iv) share with the Term Loan D Loans, on a pro rata basis, any mandatory or optional prepayments made by the Borrower, (v) have the same guarantees as, and be secured on a pari passu basis by the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubtsame Collateral securing, the Borrower may incur Incremental Term Loan D Loans under this Section 2.18 in reliance on Section 2.18(a)(iand (vi) to have the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding same terms and conditions as the foregoing, if the Borrower has not included in such notice to the Administrative Agent other Loans (except for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(iidifferences permitted hereby), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clause.”

Incremental Term Loans. (a) The Borrower may at any time or from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans”) in accordance with this Section 2.18 Loans in an aggregate principal amount not of up to exceed $1,000,000,000 may be borrowed hereunder pursuant to one or more Term Loan Supplements and may share pari passu in the Collateral; provided that (i) an amount Term Loan Lenders reasonably acceptable to the Administrative Agent are willing to provide such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would (ii) such Term Loans mature no earlier than one year after the Revolving Credit Termination Date, (iii) the Net Cash Proceeds received from the incurrence of such Term Loans shall be equal used to or less than 3.50:1.00, calculated on a Pro Forma Basis redeem Senior Notes that mature prior to the Revolving Credit Termination Date and (iv) after giving effect to such incurrence (treating any proposed increase and redemption, the Borrower will be in revolving commitments under compliance with Sections 5.11, 5.12 and 5.21 for the ABL Facility pursuant four Fiscal Quarters most recently ended on or prior to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds the date of such Incremental incurrence and redemption as if such incurrence and redemption had occurred on the first day of such period. Each Term Loans and any other substantially simultaneous debt incurrences Loan Supplement shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (iii) $100,000,000 (less specify the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes related Class of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and Term Loans, (ii) identify the initial Term Loan Lenders providing such Term Loans, and the respective principal amounts to be provided by each, (iii) specify the applicable Maturity Date for such Class of Term Loans, which shall comply with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time clause (1ii) of the effectiveness preceding sentence, (iv) specify any scheduled amortization prior to the Maturity Date of such Incremental Class of Term Loans, which shall not exceed 1% of the initial aggregate principal amount thereof in any calendar year prior to 2010, (v) specify the terms of any optional and mandatory prepayments of such Class of Term Loans, including applicable prepayment premiums, if any, (vi) specify any limitations on any subsequent Classes of Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by incurred hereunder (in addition to those specified in this Section 2.01(b)), (vii) specify such Incremental other terms and conditions relating to such Class of Term Loans giving pro forma effect to such acquisition as are not materially inconsistent with the other provisions of this Agreement and the incurrence of such Indebtedness as if each occurred on such date. For other Loan Documents and (viii) be executed and delivered by the avoidance of doubtBorrower, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental and each initial Term Loans an explicit election to incur Loan Lender of such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clauseClass.

Incremental Term Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to Section 2.01(a) or (ab) The Borrower may above, respectively, at any time or and from time to time, GEO may request that any one or more of the Lenders or, at the option of GEO, other financial institutions or funds selected by notice GEO offer to enter into commitments to make additional Incremental Term Loans to GEO, in Dollars, under this Section 2.01(c). In the event that one or more of the Lenders or such other financial institutions or funds offer, in their sole discretion, to enter into such commitments, and such Lenders or financial institutions or funds and GEO agree as to the amount of such commitments that shall be allocated to the respective Lenders or financial institutions or funds making such offers and the fees (if any) to be payable by GEO in connection therewith, such Lenders or financial institutions or funds 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 (and such financial institutions shall become “Incremental Lenders” hereunder). The Incremental Term Loans to be made pursuant to any such agreement between GEO and any such Lenders or financial institutions or funds in response to any such request by GEO shall be deemed to be a separate “Series” of Incremental Term Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Term Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Term Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans”) in accordance with this Section 2.18 in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred Incremental Term Loan Commitments established after the Third Amendment and Second Restatement Effective Date pursuant plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the Second Restatement Effective Date shall not exceed $350,000,000. Except as otherwise expressly provided herein, the Incremental Term Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity date, and be subject to Section 2.20 thereofsuch conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, GEO and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees); , provided that in any event (x) the Incremental Term Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (y) the maturity for Incremental Term Loans shall not be earlier than the Term Loan Maturity Date and may be later than the Term Loan Maturity Date to the extent so agreed by GEO and such Incremental Lenders and (z) the weighted average-life-to-maturity for such Series of Incremental Term Loans shall not be shorter than the weighted average-life-to-maturity for the Term Loans and may be longer than the weighted average-life-to-maturity for the Term Loans to the extent so agreed by GEO and such Incremental Lenders; provided, further that GEO and the applicable Incremental Lenders may modify or waive any or all of the conditions to the initial borrowing of the applicable Incremental Term Loans (but not, for the avoidance of doubt, any conditions to the effectiveness of any Incremental Term Loan Commitments) set forth in this Agreement (other than with respect to (x) the absence of any Event of Default under any of Sections 7.01(a), (b), (h), (i) or (j) or (y) the accuracy of customary “specified representations”) in any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating transaction where the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness net cash proceeds of such Incremental Term Loan will be used to fund the purchase price for a Permitted Acquisition or other acquisition permitted under this Agreement. Following the acceptance by GEO of the offers made by any one or more Lenders to make any Series of Incremental Term Loans or (2) a definitive pursuant to the foregoing provisions of this Section 2.01(c), each such Incremental Lender in respect of such Series of Incremental Term Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Term Loans to GEO during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement is entered into with respect to such Series in an aggregate principal amount up to but not exceeding the transaction amount of the Incremental Term Loan Commitment of such Incremental Lender in respect of such Series as in effect from time to be financed by such time. Amounts prepaid or repaid in respect of Incremental Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clausereborrowed.

Incremental Term Loans. (a) The Borrower and any one or more Lenders (including New Lenders) may at any time or from time to time, time agree that such Lenders shall make Incremental Term Loans by notice executing and delivering to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “an Incremental Term Loans”) in accordance with this Section 2.18 in an aggregate principal amount not to exceed Facility Activation Notice specifying (i) an the amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would be equal to or less than 3.50:1.00(ii) the applicable Incremental Term Facility Closing Date, calculated on a Pro Forma Basis after giving effect (iii) the applicable Incremental Term Maturity Date, (iv) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.08(b), (v) the New Applicable Rate for such Incremental Term Loans, (vi) the proposed original issue discount applicable to such incurrence Incremental Term Loans, if any, (treating any proposed increase vii) if applicable, the manner in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds which prepayments of such Incremental Term Loans shall be applied to the installments thereof, and (viii) any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant terms applicable to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) a definitive agreement is entered into with respect acceptable to the transaction to be financed by such Incremental Term Loans giving pro forma effect to such acquisition Borrower and the incurrence Administrative Agent that are consistent with the terms of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on 2.02 and Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii2.08(b). Notwithstanding the foregoing, (1) unless otherwise agreed by the Required Lenders, (A) the aggregate amount of borrowings of Incremental Term Loans shall not exceed $1,000,000,000 and (B) no Incremental Term Loans may be borrowed if a Default would be in existence after giving pro forma effect thereto and any substantially concurrent use of the proceeds thereof and (2) unless otherwise agreed by the Administrative Agent, (A) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $100,000,000 and (B) no more than four Incremental Term Facility Closing Dates may be selected by the Borrower has not included in such notice after the Restatement Effective Date. No Lender shall have any obligation to the Administrative Agent for make any Incremental Term Loans an explicit election unless it agrees to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clausedo so in its sole discretion.

Incremental Term Loans. Section 2.14 of the Credit Agreement is hereby modified and amended by deleting clause (a) The Borrower of such section in its entirety and inserting in lieu thereof, the following: (a) Following the Agreement Date, AGCO may at any time or from time to timetime through the Maturity Date, by notice propose that additional term loans in U.S. Dollars or the Equivalent Amount in the requested Offshore Currency be made to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each it or any of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans”) other Borrowers in accordance with this Section 2.18 (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to the Administrative Agent substantially in an aggregate principal amount not the form of Exhibit N hereto (a “Notice of Incremental Term Loan Borrowing”), specifying (subject to exceed the restrictions set forth in clause (b) below) therein the (i) an amount such that the Senior Secured Leverage Ratio, as of the date Tranche of Incremental Term Loans requested (which Tranche shall, unless otherwise approved by the effectiveness of any Lenders making such Incremental Term Loans, would be equal in a minimum principal amount of $100,000,000 and integral multiples of $50,000,000 in excess thereof (or in each case the Equivalent Amount in the requested Offshore Currency)), (ii) requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be at least 15 Business Days from the date of delivery of the Notice of Incremental Term Loan Borrowing), (iii) the interest rate to be applicable to all Incremental Term Loans in such Tranche, (iv) [Reserved], and (v) the amount of any upfront or less than 3.50:1.00closing fees to be paid by the Borrowers to the Lenders funding the Tranche of Incremental Term Loans requested (it being acknowledged that there shall be no upfront or closing fees payable by the Borrowers in connection with the borrowing of Tranche 1 Incremental Term Loans). Subject to the last sentence in clause (d) below, calculated on each Notice of Incremental Term Loan Borrowing delivered by AGCO shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of the Notice of -4- ATL 20667599v7 Incremental Term Loan Borrowing, AGCO shall also deliver to the Administrative Agent a Pro Forma Basis certificate of a Responsible Employee of AGCO certifying (A) that AGCO and its Subsidiaries are in compliance with the financial covenants set forth in Section 6.10 hereof before and after giving effect to such incurrence Incremental Term Loan Borrowing, and (treating any proposed increase in revolving commitments under the ABL Facility pursuant B) that no Default or Event of Default then exists or would be caused thereby. 1.4. Further Amendment to Section 2.20 thereof as fully drawn 2.14(b) (Incremental Term Loans). Section 2.14 of the Credit Agreement is hereby further modified and loans thereunder outstanding and provided that any proceeds amended by deleting the first sentence of clause (b) of such Incremental Term Loans section in its entirety and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating inserting in lieu thereof, the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the following: “The aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date Tranches of Incremental Term Loans made pursuant to this Section 2.20 thereof); provided that shall not exceed $400,000,000 (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness excluding for purposes of calculating such calculation, the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Tranche 1 Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(iiLoans). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clause.” 1.5

Incremental Term Loans. In addition to Borrowings of U.S. Dollar Revolving Loans, Australian Dollar Revolving Loans, Tranche A Term Loans and Tranche B Term Loans specified in Section 2.01(a), (ab), (c) The Borrower may and (d), respectively, at any time or and from time to time, by notice time prior to the Administrative Agent Incremental Term Loan Availability Date, the Borrower may request that the Lenders offer to enter into commitments to make Incremental Term 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 (whereupon f), so long as the Administrative Agent shall promptly deliver have consented to such financial institution being a copy to each of Lender hereunder (such consent shall not be unreasonably withheld). In the Lenders), request event that one or more additional tranches of term loans 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 allocated to the respective Lenders making such 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”) in accordance with this Section 2.18 in an aggregate principal amount not to exceed (i) an amount amortization relating thereto, the Borrower, the Administrative Agent and such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Lenders shall execute and deliver a Incremental Term Loans, would be equal Loan Agreement and such Lenders shall become obligated to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur make Incremental Term Loans under this Section 2.18 Agreement in reliance on Section 2.18(a)(i) an amount equal to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included amount of their respective Incremental Term Loan Commitments as specified in such notice Incremental Term Loan Agreement. The Incremental Term Loans to the Administrative Agent for be made pursuant to any Incremental Term Loans an explicit election Loan Agreement in response to incur any such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then request by the Borrower shall be deemed to have elected be a separate "Series" of Incremental Term Loans for all purposes of this Agreement. Anything herein to incur the 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) the Incremental Term Loan Commitments of any Series shall terminate on the earlier of the Incremental Term Loan Availability Date and the date 30 days after the date of the respective Incremental Term Loan Agreement for such Series and (iv) in no event shall the Incremental Term Loan Agreement for any Series of Incremental Term Loans provide for the final maturity of the Incremental Term Loans of such Series to be earlier than the Tranche B Term Loan Maturity Date, or for the weighted average life to maturity of the Incremental Term Loans of such Series to be less than the weighted average life to maturity of the Tranche B Term Loans as of the date of such Incremental Term Loans under Section 2.18(a)(i) 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 extent permitted if terms and conditions set forth herein, each Incremental Term Loan Lender of any Series agrees to make Incremental Term Loans are permitted of such Series to be incurred under the Borrower from time to time during the period from and including the date of the respective Incremental Term Loan Agreement for such clauseSeries to and including the earlier of the Incremental Term Loan Availability Date and the date 30 days after the date of such Incremental Term Loan Agreement, in an aggregate principal amount up to but not exceeding the amount of the Incremental Term Loan Commitment of such Series of such Incremental Term Loan Lender.

Incremental Term Loans. (a) The Borrower may at any time or shall have the right from time to timetime during the term of this Agreement, by notice and subject to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy terms and conditions set forth in this Section 2.20, to each of the Lenders), request one or more additional tranches of in writing incremental term loans (the “Incremental Term Loans”) be made under this Agreement by Incremental Term Lenders pursuant to one or more Incremental Term Loan Agreements, which Incremental Term Loans may or may not by their terms, at the election of the Borrower, automatically increase the aggregate amount of the Revolving Commitments of the Incremental Term Lenders upon any prepayment thereof in accordance connection with this Section 2.18 a Permitted Acquisition or capital expenditure as provided in Sections 2.05(f) and 5.14(d); provided that no such Incremental Term Loan may by its terms provide for an automatic increase in the aggregate amount of the Revolving Commitments if the sum of (x) the aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would be equal plus (y) the aggregate principal amounts of any other Incremental Term Loans made under this Agreement that by their terms automatically increase the aggregate amount of the Revolving Commitments upon any prepayment thereof in connection with a Permitted Acquisition or capital expenditure as provided in Sections 2.05(f) and 5.14(d), plus (z) the aggregate amount of Commitment Increases then in effect, shall exceed $350,000,000. Such notice to or less than 3.50:1.00, calculated the Agent shall set forth the date on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of which such Incremental Term Loans and any other substantially simultaneous debt incurrences are requested to be made (which shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus less than three (ii3) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred Business Days nor more than 60 days after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereofdate of such notice (which time periods may be modified or waived at the discretion of the Agent); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any include the applicable completed Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of Loan Agreement for such Incremental Term Loans as an attachment thereto. Each request by the Borrower for an Incremental Term Loan that automatically increases the aggregate amount of the Revolving Commitments upon any prepayment thereof in connection with a Permitted Acquisition or (2capital expenditure as provided in Sections 2.05(f) a definitive agreement and 5.14(d), is entered into with respect subject to the transaction consent of the Agent and each Issuing Bank (such consent not to be financed by such unreasonably withheld, delayed or conditioned) as to the identity of each Incremental Term Loans giving pro forma effect Lender, but no consent of any Lender (other than any Lender providing an Incremental Term Loan pursuant to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(irequest) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted is required to be incurred under obtained in connection with any such clauserequest.

Incremental Term Loans. (ai) The Following the Closing Date, the Borrower may at any time or from time to time, by notice time prior to the Administrative Agent (whereupon Maturity Date with respect to the Administrative Agent shall promptly deliver a copy to each of the Lenders)Term Loan Facility, request one or more that additional tranches Tranches of term loans (the “Incremental Term Loans”) Loans be made to it in accordance with this Section 2.18 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 an aggregate Section 2.1(e)(ii)) therein (v) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof), (w) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not to exceed less than thirty (i30) an amount such that the Senior Secured Leverage Ratio, as of days from the date of delivery of the effectiveness Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (x) the Interest Rate Option(s) and 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 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, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to in pro forma compliance with the covenants set forth in Article VIII as of the most recent period for which financial statements have elected to incur such 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 seven (7) Tranches of Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clauseLoans.

Incremental Term Loans. (ai) The Following the Closing Date, the Borrower may at any time or from time to time, by notice time prior to the Administrative Agent (whereupon Maturity Date with respect to the Administrative Agent shall promptly deliver a copy to each of the Lenders)Term Loan Facility, request one or more that additional tranches Tranches of term loans (the “Incremental Term Loans”) Loans be made to it in accordance with this Section 2.18 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 an aggregate Section 2.1(e)(ii)) therein (v) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof), (w) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not to exceed less than thirty (i30) an amount such that the Senior Secured Leverage Ratio, as of days from the date of delivery of the effectiveness Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (x) the Interest Rate Option(s) and 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 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, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to in pro forma compliance with the covenants set forth in Article VIII as of the most recent period for which financial statements have elected to incur such 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 seven (7) Tranches of Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clause.Loans. Table of Contents

Incremental Term Loans. (a) The Borrower Following the Agreement Date, AGCO may at any time or from time to timetime through the Maturity Date, by notice propose that additional term loans in U.S. Dollars be made to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each it or any of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans”) other Borrowers in accordance with this Section 2.18 (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to Administrative Agent substantially in an aggregate principal amount not the form of Exhibit N hereto (a “Notice of Incremental Term Loan Borrowing”), specifying (subject to exceed the restrictions set forth in clause (b) below) therein the (i) an amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount of $100,000,000 and integral multiples of $50,000,000 in excess thereof), (ii) requested advance date of the proposed Incremental Term Loans comprising such that the Senior Secured Leverage Ratio, as of Tranche (which shall be at least 15 Business Days from the date of delivery of the effectiveness Notice of Incremental Term Loan Borrowing), (iii) the interest rate to be applicable to all Incremental Term Loans in such Tranche, (iv) [Reserved], and (v) the amount of any such upfront or closing fees to be paid by the Borrowers to the Lenders funding the Tranche of Incremental Term LoansLoans requested. Subject to the last sentence in clause (d) below, would each Notice of Incremental Term Loan Borrowing delivered by AGCO shall be equal irrevocable and shall be binding upon all Loan Parties. At the time of delivery of the Notice of Incremental Term Loan Borrowing, AGCO shall also deliver to or less than 3.50:1.00, calculated on Administrative Agent a Pro Forma Basis certificate of a Responsible Employee of AGCO certifying (A) that AGCO and its Subsidiaries are in compliance with the financial covenants set forth in Section 6.10 hereof before and after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio)Loan Borrowing, plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (iiB) with respect to any Incremental Term Loans the primary purpose that no Default or Event of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall Default then exists or would be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clausecaused thereby.

Incremental Term Loans. (a) The Borrower may at At any time or from time prior to timethe Term Loan Maturity Date, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent Agent, which shall promptly deliver a copy thereof to each of the LendersLenders (the "Incremental Facility Notice"), request one or more additional tranches the addition of a new tranche of term loans hereto (the “"Incremental Term Loans”"); provided, however, that both (x) at the time of any such request and (y) after giving effect to any such Incremental Term Loans, no Default shall exist and the Borrower shall be in accordance compliance with this Section 2.18 each Financial Performance Covenant (calculated, in the case of clause (y), on a pro forma basis to give effect to any borrowing of Incremental Term Loans). The Incremental Term Loans shall (i) be in an aggregate principal amount not in excess of $250,000,000 but in no event less than $50,000,000, (ii) rank pari passu in right of payment and of security with the other Loans (and the Additional Funded LC Facility (if any)), (iii) mature and amortize in a manner reasonably acceptable to exceed the Initial Lenders, but in any event have an average weighted life equal to or longer than the Term Loans and mature on a date no earlier than the Term Loan Maturity Date, (iiv) an amount have such that pricing as may be agreed by the Senior Secured Leverage Ratio, as of Borrower and the date of the effectiveness of any Persons providing such Incremental Term Loans; provided, would that the yield with respect to the Incremental Term Loans (taking into account upfront fees paid to Incremental Term Loan lenders) may be equal no more than 0.25% per annum greater than the then-current yield with respect to or less than 3.50:1.00the Term Loans, calculated on a Pro Forma Basis after giving effect to such incurrence the Tranche A Letters of Credit and the Additional Funded LC Facility (treating any proposed increase in revolving commitments under if any) at the ABL time the Incremental Facility Amendment (as defined below) becomes effective pursuant to Section 2.20 thereof its terms (it being understood that the pricing of the Term Loans, the Tranche A Letters of Credit and/or the Additional Funded LC Facility (if any) will be increased and/or additional fees will be paid to the Term Lenders, the Tranche A Lenders or Additional Funded LC Facility lenders (if any) to the extent necessary to satisfy such requirement), and (v) otherwise be treated hereunder substantially the same as fully drawn (and loans thereunder outstanding in any event no more favorably than) the Term Loans (including with respect to the voluntary and provided mandatory prepayment provisions); provided, that any proceeds the terms and provisions applicable to the Incremental Term Loans may provide for financial or other covenants different or in addition to those applicable to the Term Loans, the Tranche A Letters of Credit and the Additional Funded LC Facility (if any) only to the extent that such terms and provisions are applicable only during periods after the Term Loan Maturity Date. The Incremental Facility Notice shall (i) set forth the requested amount of Incremental Term Loans, (ii) offer each Lender the opportunity to offer a commitment (the "Incremental Commitment") to provide Incremental Term Loans by giving written notice of such offered commitment to the Administrative Agent and the Borrower prior to the termination of the general syndication of the Incremental Term Loans and (iii) be provided to each existing Lender not less than five Business Days prior to the commencement of the general syndication of the Incremental Term Loans; provided, however, that no existing Lender will be obligated to subscribe for any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes portion of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred such commitments. At any point during or after the Third Amendment and Restatement Effective Date pursuant general syndication of the Incremental Term Loans, the Borrower shall have the right to Section 2.20 thereof)arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an "Additional Term Loan Lender") to extend commitments to provide Incremental Term Loans; provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect Additional Term Loan Lenders shall be offered the opportunity to any provide the Incremental Term Loans only on terms previously offered to the primary purpose existing Lenders pursuant to the Incremental Facility Notice. Each Commitment in respect of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) shall become a definitive agreement is entered into with respect to Commitment under this Agreement and the transaction to be financed by such facility for the Incremental Term Loans giving pro forma effect shall be implemented hereunder pursuant to such acquisition an amendment to this Agreement (an "Incremental Facility Amendment") executed by each of the Borrower, Allied Waste, each other Loan Party, each Lender agreeing to provide an Incremental Commitment, if any, each Additional Term Loan Lender, if any, and the incurrence Administrative Agent, which Incremental Facility Amendment will not require the consent of such Indebtedness as if each occurred on such dateany other Lender. For the avoidance The effectiveness of doubt, the Borrower may incur any Incremental Term Loans under this Section 2.18 Facility Amendment shall (in reliance on Section 2.18(a)(iaddition to any other conditions specified therein) be subject to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding satisfaction on the foregoingdate thereof and, if different, on the Borrower has not included in such notice to date on which the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clausemade, of each of the conditions set forth in Section 4.02.

Incremental Term Loans. (a) The Borrower may at any time or from time to timetime after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the establishment of one or more additional tranches of new term loans loan commitments (the “Incremental Term Loans”) in accordance with this Section 2.18 in an aggregate principal amount not to exceed (i) an amount ); provided that both at the time of any such that the Senior Secured Leverage Ratio, as of the date of request and upon the effectiveness of any such Incremental Term LoansAmendment referred to below, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under no Event of Default shall exist; provided further that the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness used solely to pay cash consideration for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the acquisitions permitted under this Agreement. Each Incremental Term Loan shall be in an aggregate principal amount of that is not less than $50,000,000 (or such lower amount that either (A) represents all increases remaining availability under the limit set forth in the revolving commitments provided under next sentence or (B) is acceptable to the ABL Facility incurred after Administrative Agent). Notwithstanding anything to the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes contrary herein, the aggregate amount of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans shall not exceed the primary purpose least of which is to finance an acquisition permitted by this Agreement(x) $300,000,000, (y) the maximum amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such proposed Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to Loan that could be financed by incurred such Incremental Term Loans that before and after giving pro forma effect to such Incremental Term Loan and after giving effect to the applicable acquisition permitted under this Agreement and consummated in connection with the incurrence application of such Indebtedness as if each occurred on such date. For the avoidance of doubtproceeds, the Borrower may incur Incremental Term Loans under this Senior Secured Leverage Ratio is equal to or less than the Senior Secured Leverage Ratio as of the last date for which Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice 5.04 Financials have been delivered to the Administrative Agent and (z) the maximum amount at the time of such proposed Incremental Term Loans that could be incurred such that before and after giving pro forma effect to such Incremental Term Loans and the applicable acquisition permitted under this Agreement and consummated in connection with the application of such proceeds, the Senior Secured Leverage Ratio does not exceed 5.00:1.00 as of the last date for which Section 5.04 Financials have been delivered to the Administrative Agent. The Incremental Term Loans (i) shall rank pari passu in right of payment and of security with the then existing Term Loans, (ii) shall not mature earlier than the Extended Term Loan Maturity Date, (iii) shall not have a shorter Weighted Average Life to Maturity than the then existing Term Loans, (iv) the amortization schedule and Applicable Percentages for the Incremental Term Loans shall be determined by the Borrower and the Lenders of the Incremental Term Loans; provided that the all-in yield applicable to any Incremental Term Loans an explicit election with respect to incur which any Sponsor is making more than such Sponsor’s Participation Portion of such Incremental Term Loans pursuant shall not exceed 12% per annum; provided, further, that (x) such all-in yield shall be calculated based on the Adjusted LIBO Rate, including giving effect to Section 2.18(a)(iany LIBO Rate floor, as of the date such Incremental Term Loans are made to the Borrower, (y) original issue discount (“OID”) or Section 2.18(a)(ii), then the Borrower upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Incremental Term Loans in the primary syndication thereof shall be included in the calculation of such all-in yield (with OID being equated to interest based on a four-year to life maturity) and (z) customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) of the Incremental Term Loans shall be excluded from the calculation of such all-in yield, and (v) may otherwise have elected terms and conditions different from those of the then existing Term Loans; provided that any differences set forth in this clause (v) shall be reasonably satisfactory to incur the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.22 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loan. Incremental Term Loans may be made by any existing Lender or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”) (and each existing Lender will have the right, but not the obligation, to make a portion of any Incremental Term Loan up to an amount equal to its pro rata share of the then existing Term Loans (a “Participation Portion”), on terms permitted in this Section 2.22; provided that to the extent that any existing Lender does not offer to lend its full Participation Portion (any such remaining Incremental Term Loans, “Remaining Incremental Term Loans”), any existing Lender that does offer to lend its full Participation Portion (a “Participating Lender”) will have the right, but not the obligation, to make all or any portion of the entire Remaining Incremental Term Loans, and if the Participating Lenders, in the aggregate have elected, pursuant to this proviso, to make Incremental Term Loans in excess of the Remaining Incremental Term Loans, then the Remaining Incremental Term Loans shall be allocated among such Lenders pro rata based on the amount of Remaining Incremental Term Loans such Lender was willing to make; provided, further, that any existing Lender may assign its right to make Incremental Term Loans to an Affiliate of such existing Lender); provided that the relevant Persons under Section 9.04(b) shall have consented (in each case, not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans Loans, if such consent would be required under Section 2.18(a)(i9.04(b) to the extent permitted if Incremental for an assignment of Term Loans are permitted to be incurred under such clauseLender or Additional Lender.

Incremental Term Loans. (a) The Borrower may at any time or from time to timetime after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the establishment of one or more additional tranches of new term loans loan commitments (the “Incremental Term Loans”) ). Each Incremental Term Loan shall be in accordance with this Section 2.18 in an a minimum aggregate principal amount of $10,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is acceptable to the Administrative Agent) and integral multiples of $1,000,000 in excess thereof. Notwithstanding anything to the contrary herein, the aggregate amount of all Incremental Term Loans shall not to exceed (i) an amount such that equal to (x) the Senior Secured Leverage Ratio, as greater of (I) $45,000,000 and (II) 50% of Consolidated EBITDA on a pro forma basis after giving effect to the date of the effectiveness incurrence of any such Incremental Term Loans, would be equal any acquisition or any Investment consummated in connection therewith and all other appropriate pro forma adjustments (this clause (x), the “Incremental Free and Clear Amount”) plus (y) all voluntary prepayments of (A) Term Loans (including any Incremental Term Loans) pursuant to or less than 3.50:1.00Section 2.12, calculated (B) Incremental Equivalent Debt and (C) Replacement Term Loans, in each case to the extent secured on a Pro Forma Basis pari passu basis with the initial Term Loans, prior to the time of such of incurrence of Incremental Term Loans (but excluding the amount of any Term Loans replaced or refinanced with any Replacement Term Loans) (the “Incremental Reload Amount”) plus (z) the maximum amount at the time of such proposed Incremental Term Loans that could be incurred such that both immediately before and after giving pro forma effect to such incurrence Incremental Term Loans and the application of the proceeds thereof (and assuming such Incremental Term Loans are fully drawn), the Senior Secured Net Leverage Ratio (calculated treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any cash proceeds of such Incremental Term Loans as Restricted Cash) does not exceed 4.40 to 1.00 as of the last date for which Section 5.04 Financials have been delivered to the Administrative Agent (the “Ratio-Based Incremental Amount” and the aggregate amount in clauses (x), (y) and (z) above, the “Available Incremental Amount”). Incremental Term Loans may be incurred under any other substantially simultaneous debt incurrences shall not or all of the Incremental Free and Clear Amount, the Incremental Reload Amount and the Ratio-Based Incremental Amount in a single transaction, and proceeds from any such incurrence under more than one of the foregoing may be netted from Consolidated Senior Secured Indebtedness for purposes utilized in a single transaction, at the election of the Borrower, by first calculating the Senior Secured Leverage incurrence under the Ratio-Based Incremental Amount and then calculating the incurrence under the Incremental Reload Amount and/or the incurrence under the Incremental Free and Clear Amount. Any Incremental Term Loans incurred in reliance on the Incremental Free and Clear Amount and/or the Incremental Reload Amount may be reallocated after incurrence, at the election of the Borrower, such that it may be included in the Ratio-Based Incremental Amount (to the extent such amount would have been permitted to have been incurred thereunder as of such date of redesignation). The Incremental Term Loans (i) shall be subject only to the conditions set forth in Section 4.01, plus (ii) $100,000,000 shall rank pari passu in right of payment and of security with the then existing Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party (less unless such Person is required to become a Loan Party in accordance with Section 5.09), (iii) shall not mature earlier than the aggregate principal Term Loan Maturity Date, (iv) shall not have a shorter Weighted Average Life to Maturity than the then existing Term Loans, (v) the amortization schedule and Applicable Percentages for the Incremental Term Loans shall be determined by the Borrower and the Lenders of the Incremental Term Loans; provided that if the All-in Yield on any Incremental Term Loans exceeds the initial All-in Yield for the Term Loans by more than 50 basis points (the amount of all increases such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Percentage for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, and (vi) may have terms and conditions different from those of the then existing Term Loans (except as provided in the revolving commitments provided under the ABL Facility incurred clause (i) through (v) above and except for covenants and other provisions applicable only to periods after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereofTerm Loan Maturity Date); provided that any such differences pursuant to this clause (ivi) shall be reasonably satisfactory to the Administrative Agent; provided, however, to the extent that any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness financial maintenance covenant is added for purposes the benefit of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this AgreementLoans, the amount available under Section 2.18(a)(i) no consent shall be calculatedrequired from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the corresponding existing Term Loans; provided, at further, that the Lenders hereby expressly authorize the Administrative Agent to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s option, either at request for such an amendment. Each notice from the time (1) Borrower pursuant to this Section 2.22 shall set forth the requested amount and proposed terms of the effectiveness relevant Incremental Term Loan. Incremental Term Loans may be made by any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion) or by any Additional Lender; provided that the relevant Persons under Section 9.04(b) shall have consented (in each case, not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or (2Loans, if such consent would be required under Section 9.04(b) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental for an assignment of Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) Lender or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clauseAdditional Lender.

Incremental Term Loans. (a) The Borrower may at any time or shall have the right from time to timetime during the term of this Agreement, by notice and subject to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy terms and conditions set forth in this Section 2.20, to each of the Lenders), request one or more additional tranches of in writing incremental term loans (the “Incremental Term Loans”) be made under this Agreement by Incremental Term Lenders pursuant to one or more Incremental Term Loan Agreements, which Incremental Term Loans may or may not by their terms, at the election of the Borrower, automatically increase the aggregate amount of the Revolving Commitments of the Incremental Term Lenders upon any prepayment thereof in accordance connection with this Section 2.18 a Permitted Acquisition or capital expenditure as provided in Sections 2.05(f) and 5.13(d); provided that no such Incremental Term Loan may by its terms provide for an automatic increase in the aggregate amount of the Revolving Commitments if the sum of (x) the aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would be equal plus (y) the aggregate principal amounts of any other Incremental Term Loans made under this Agreement that by their terms automatically increase the aggregate amount of the Revolving Commitments upon any prepayment thereof in connection with a Permitted Acquisition or capital expenditure as provided in Sections 2.05(f) and 5.13(d), plus (z) the aggregate amount of Commitment Increases then in effect, shall exceed $1,000,000,000. Such notice to or less than 3.50:1.00, calculated the Agent shall set forth the date on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of which such Incremental Term Loans and any other substantially simultaneous debt incurrences are requested to be made (which shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus less than three (ii3) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred Business Days nor more than 60 days after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereofdate of such notice (which time periods may be modified or waived at the discretion of the Agent); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any include the applicable completed Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of Loan Agreement for such Incremental Term Loans as an attachment thereto. Each request by the Borrower for an Incremental Term Loan that automatically increases the aggregate amount of the Revolving Commitments upon any prepayment thereof in connection with a Permitted Acquisition or (2capital expenditure as provided in Sections 2.05(f) a definitive agreement and 5.13(d), is entered into with respect subject to the transaction consent of the Agent and each Issuing Bank (such consent not to be financed by such unreasonably withheld, delayed or conditioned) as to the identity of each Incremental Term Loans giving pro forma effect Lender, but no consent of any Lender (other than any Lender providing an Incremental Term Loan pursuant to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(irequest) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted is required to be incurred under obtained in connection with any such clauserequest.

Incremental Term Loans. (a) The Borrower may at any time or from time to timetime after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the establishment of one or more additional tranches of new term loans loan commitments (the “Incremental Term Loans”) ). Each Incremental Term Loan shall be in accordance with this Section 2.18 in an a minimum aggregate principal amount of $10,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is acceptable to the Administrative Agent) and integral multiples of $1,000,000 in excess thereof. Notwithstanding anything to the contrary herein, the aggregate amount of all Incremental Term Loans shall not to exceed (i) an amount such that equal to (x) the Senior Secured Leverage Ratio, greater of (I) $155,000,000 and (II) 100% of Consolidated EBITDA for the most recently ended Test Period as of the any date of determination, calculated on a pro forma basis after giving effect to the effectiveness incurrence of any such Incremental Term Loans, would be equal any acquisition or any Investment consummated in connection therewith and all other appropriate pro forma adjustments (this clause (x), the “Incremental Free and Clear Amount”) plus (y) all voluntary prepayments of (A) Term Loans (including any Incremental Term Loans) pursuant to or less than 3.50:1.00Section 2.12, calculated (B) Incremental Equivalent Debt and (C) Replacement Term Loans, in each case to the extent secured on a Pro Forma Basis pari passu basis with the initial Term Loans, prior to the time of such of incurrence of Incremental Term Loans (but excluding the amount of any Term Loans replaced or refinanced with any Replacement Term Loans) (the “Incremental Reload Amount”) plus (z) the maximum amount at the time of such proposed Incremental Term Loans that could be incurred such that both immediately before and after giving pro forma effect to such incurrence Incremental Term Loans and the application of the proceeds thereof (and assuming such Incremental Term Loans are fully drawn), the Senior Secured Net Leverage Ratio (calculated treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any cash proceeds of such Incremental Term Loans and any other Indebtedness incurred substantially simultaneous debt incurrences shall concurrently therewith as Restricted Cash) does not exceed 4.10 to 1.00 as of the last date for which Section 5.04 Financials have been delivered to the Administrative Agent (the “Ratio-Based Incremental Amount” and the aggregate amount in clauses (x), (y) and (z) above, the “Available Incremental Amount”). Incremental Term Loans may be netted incurred under any or all of the Incremental Free and Clear Amount, the Incremental Reload Amount and the Ratio-Based Incremental Amount in a single transaction, and proceeds from Consolidated Senior Secured Indebtedness for purposes any such incurrence under more than one of the foregoing may be utilized in a single transaction, at the election of the Borrower, by first calculating the Senior Secured Leverage incurrence under the Ratio-Based Incremental Amount and then calculating the incurrence under the Incremental Reload Amount and/or the incurrence under the Incremental Free and Clear Amount. Any Incremental Term Loans incurred in reliance on the Incremental Free and Clear Amount and/or the Incremental Reload Amount may be reallocated after incurrence, at the election of the Borrower, such that it may be included in the Ratio-Based Incremental Amount (to the extent such amount would have been permitted to have been incurred thereunder as of such date of redesignation). The Incremental Term Loans (i) shall be subject only to the conditions set forth in Section 4.01, plus (ii) $100,000,000 shall rank pari passu in right of payment and of security with the then existing Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party (less unless such Person is required to become a Loan Party in accordance with Section 5.09), (iii) shall not mature earlier than the aggregate principal amount Term Loan Maturity Date, (iv) shall not have a shorter Weighted Average Life to Maturity than the then existing Term Loans, (v) the amortization schedule and Applicable Percentages for the Incremental Term Loans shall be determined by the Borrower and the Lenders of all increases the Incremental Term Loans; provided that, in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes case of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans incurred on any date within 12 months after the primary purpose of which is to finance an acquisition permitted by this Agreement, Closing Date (other than any Incremental Term Loans (A) that have a maturity date more than two years after the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either Latest Maturity Date at the time of incurrence thereof or (1B) are incurred in connection with a Permitted Acquisition), if the All-in Yield on any Incremental Term Loans exceeds the initial All-in Yield for the Term Loans by more than 75 basis points (the amount of such excess above 75 basis points being referred to herein as the effectiveness “Yield Differential”), then the Applicable Percentage for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans or (2this clause (v), the “MFN Provision”), and (vi) a definitive agreement is entered into with respect may have terms and conditions different from those of the then existing Term Loans (except as provided in clause (i) through (v) above and except for covenants and other provisions applicable only to periods after the Latest Maturity Date); provided that any such differences pursuant to this clause (vi) shall be reasonably satisfactory to the transaction Administrative Agent; provided, however, to the extent that any financial maintenance covenant is added for the benefit of any Incremental Term Loans, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the corresponding existing Term Loans; provided, further, that the Lenders hereby expressly authorize the Administrative Agent to enter into any such amendment implementing this additional financial maintenance covenant upon the Borrower’s request for such an amendment. Each notice from the Borrower pursuant to this Section 2.22 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loan. Incremental Term Loans may be made by any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion) or by any Additional Lender; provided that the relevant Persons under Section 9.04(b) shall have consented (in each case, not to be financed by unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans, if such consent would be required under Section 9.04(b) for an assignment of Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) Lender or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clauseAdditional Lender.

Incremental Term Loans. (a) The Borrower Company and any one or more Lenders or New Lenders may at any time or from time to timetime agree that such Lenders shall make one or more Incremental Term Loans, which shall constitute Loans for all purposes of this Agreement, by notice executing and delivering to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “an Incremental Term Loans”) Loan Notice, substantially in accordance with this Section 2.18 in an aggregate principal amount the form of Exhibit A-4, not less than 10 Business Days prior to exceed the Applicable Incremental Term Loan Closing Date, specifying (i) an the principal amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio)Loan, plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any applicable Incremental Term Loans Loan Closing Date, (iii) the primary purpose of which is to finance an acquisition permitted by this Agreementapplicable Incremental Term Loan Maturity Date, (iv) the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of amortization schedule for such Incremental Term Loans or Loan and (2v) a definitive agreement is entered into with respect to the transaction to be financed by Applicable Margin for such Incremental Term Loans Loan; provided that, (A) after giving pro forma effect to the making of such acquisition Incremental Term Loan and any Permitted Acquisition to be financed with the proceeds thereof, the Leverage Ratio shall be less than or equal to 3.00:1.00 (calculated in accordance with Section 6.8(d)(ii) and in such a manner as to exclude from Consolidated Total Debt any Indebtedness which is not secured by a Lien or which by its terms ranks junior in right of payment to that of the Lenders under this Agreement), (B) no Default or Event of Default has occurred and is continuing or would result after giving effect to the making of such 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 Notice is based on the Base Rate or the Eurodollar Rate as defined substantially in this Agreement and the incurrence maximum Applicable Margin in respect of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loan 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 Incremental Term Loan shall otherwise be on the same terms and conditions as those generally applicable to the Loans made under this Section 2.18 in reliance on Section 2.18(a)(iAgreement, (E) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such aggregate principal amount outstanding of Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clause.this

Incremental Term Loans. (a) The Borrower Company and any one or more Lenders or New Lenders may at any time or from time to timetime agree that such Lenders shall make one or more Incremental Term Loans, which shall constitute Loans for all purposes of this Agreement, by notice executing and delivering to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “an Incremental Term Loans”Loan Notice, substantially in the form of Exhibit A-4, not less than 10 Business Days prior to the Applicable Incremental Term Loan Closing Date, specifying (i) the principal amount of such Incremental Term Loan, (ii) the applicable Incremental Term Loan Closing Date, (iii) the applicable Incremental Term Loan Maturity Date, (iv) the amortization schedule for such Incremental Term Loan and (v) the Applicable Margin for such Incremental Term Loan; provided that, (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, the Leverage Ratio shall be less than or equal to 3.00:1.00 (calculated in accordance with Section 6.8(d)(ii) and in such a manner as to exclude from Consolidated Total Debt any Indebtedness which is not secured by a Lien or which by its terms ranks junior in right of payment to that of the Lenders under this Section 2.18 Agreement), (B) no Default or Event of Default has occurred and is continuing or would result after giving effect to the making of such Incremental Term Loan or the application of the proceeds therefrom, (C) the calculation of interest in an respect of such Incremental Term Loan as set forth in the applicable Incremental Term Loan Notice is based on the Base Rate or the Eurodollar Rate as defined substantially in this Agreement and the maximum Applicable Margin in respect of such Incremental Term Loan shall not be 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 Incremental Term Loan shall otherwise be on the same terms and conditions as those generally applicable to the Loans made under this Agreement, (E) the aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as outstanding of the date of the effectiveness of any such Incremental Term Loans, would be equal Loans pursuant to or less than 3.50:1.00, calculated on a Pro Forma Basis this Section 2.2 after giving effect to such incurrence Incremental Term Loan shall not exceed $150,000,000, (treating any proposed increase in revolving commitments under the ABL Facility F) each borrowing of an Incremental Term Loan pursuant to this Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds 2.2 shall be in a minimum amount of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (iiI) $100,000,000 25,000,000 or (less II) the difference of $150,000,000 and the sum of the aggregate principal amount of all increases in Incremental Term Loans then outstanding, (G) the revolving commitments provided under average weighted maturity of all Incremental Term Loans outstanding, after giving effect to such Incremental Term Loan, shall not be less than the ABL Facility incurred after remaining term of the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that Term Loan (iH) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) Loan Maturity Date shall be calculated, at on or after the Borrower’s option, either at Term Loan Maturity Date and (I) the time (1) Chief Financial Officer of the effectiveness each of such Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental Term Loans giving pro forma effect to such acquisition Holdings and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice Company shall have executed and delivered to the Administrative Agent for any on the Incremental Term Loans Loan Closing Date an explicit election to incur such Incremental Term Loans pursuant to officer's certificate certifying compliance with the requirements of this Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clause2.2.

Incremental Term Loans. (a) The Borrower may at any time or from time to timetime after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the establishment of one or more additional tranches of new term loans loan commitments (the “Incremental Term Loans”) in accordance with this Section 2.18 in an aggregate principal amount not to exceed (i) an amount ); provided that both at the time of any such that the Senior Secured Leverage Ratio, as of the date of request and upon the effectiveness of any Incremental Amendment referred to below, no Default shall exist. Each Incremental Term Loan shall be in a minimum aggregate principal amount of $50,000,000 (or such lower amount that either (A) represents all remaining availability under the limit set forth in the next sentence or (B) is acceptable to the Administrative Agent) and integral multiples of $5,000,000 in excess thereof. Notwithstanding anything to the contrary herein, the aggregate amount of all Incremental Term Loans shall not exceed an amount equal to (x) $500,000,000 plus (y) the maximum amount at the time of such proposed Incremental Term Loans that could be incurred such that both immediately before and after giving pro forma effect to such Incremental Term LoansLoans and the application of the proceeds thereof (and assuming such Incremental Term Loans are fully drawn), would be equal to or less than 3.50:1.00, the Senior Secured Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any cash proceeds of such Incremental Term Loans as Restricted Cash) does not exceed 3.25 to 1.00 as of the last date for which Section 5.04 Financials have been delivered to the Administrative Agent. The Incremental Term Loans (i) shall rank pari passu in right of payment and any other substantially simultaneous debt incurrences of security with the then existing Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio)a Loan Party, plus (ii) $100,000,000 shall not mature earlier than the Term Loan Maturity Date, (less iii) shall not have a shorter Weighted Average Life to Maturity than the aggregate principal then existing Term Loans, (iv) the amortization schedule and Applicable Percentages for the Incremental Term Loans shall be determined by the Borrower and the Lenders of the Incremental Term Loans; provided, that (x) if the All-in Yield on any Incremental Term Loans exceeds the initial All-in Yield for the Term Loans by more than 50 basis points (the amount of all increases such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Percentage for Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Term Loans, and (v) may have terms and conditions different from those of the then existing Term Loans (except as provided in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereofclause (i) through (iv) above); provided that any such differences pursuant to this clause (iv) shall be reasonably satisfactory to the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.22 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loan. Incremental Term Loans may be made by any amounts incurred under Section 2.18(a)(ii) concurrently with existing Lender or by any amounts incurred under Section 2.18(a)(i) Additional Lender (and each existing Lender will have the right, but not count as Consolidated Senior Secured Indebtedness for purposes the obligation, to make a portion of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loan up to an amount equal to its pro rata share of the then existing Term Loans (a “Participation Portion”), on terms permitted in this Section 2.22; provided that to the primary purpose extent that any existing Lender does not offer to lend its full Participation Portion (any such remaining Incremental Term Loans, “Remaining Incremental Term Loans”), any existing Lender that does offer to lend its full Participation Portion (a “Participating Lender”) will have the right, but not the obligation, to make all or any portion of which is the entire Remaining Incremental Term Loans, and if the Participating Lenders, in the aggregate have elected, pursuant to finance an acquisition permitted by this Agreementproviso, to make Incremental Term Loans in excess of the Remaining Incremental Term Loans, then the Remaining Incremental Term Loans shall be allocated among such Lenders pro rata based on the amount available of Remaining Incremental Term Loans such Lender was willing to make; provided, further, that any existing Lender may assign its right to make Incremental Term Loans to an Affiliate of such existing Lender); provided that the relevant Persons under Section 2.18(a)(i9.04(b) shall have consented (in each case, not to be calculated, at the Borrowerunreasonably withheld or delayed) to such Lender’s option, either at the time (1) of the effectiveness of or Additional Lender’s making such Incremental Term Loans or (2Loans, if such consent would be required under Section 9.04(b) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental for an assignment of Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) Lender or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clauseAdditional Lender.

Incremental Term Loans. (a) The Borrower may at any time or from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans”) in accordance with this Section 2.18 in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred after the Third Amendment and Restatement Effective Date pursuant to Section 2.20 thereof); provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clause.

Incremental Term Loans. In addition to Borrowings of Revolving Credit Loans and Term Loans pursuant to Section 2.01(a) or (ab) The Borrower may above, respectively, at any time or and from time to time, GEO may request that any one or more of the Lenders or, at the option of GEO, other financial institutions or funds selected by notice GEO offer to enter into commitments to make additional Incremental Term Loans to GEO, in Dollars, under this Section 2.01(c). In the event that one or more of the Lenders or such other financial institutions or funds offer, in their sole discretion, to enter into such commitments, and such Lenders or financial institutions or funds and GEO agree as to the amount of such commitments that shall be allocated to the respective Lenders or financial institutions or funds making such offers and the fees (if any) to be payable by GEO in connection therewith, such Lenders or financial institutions or funds 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 (and such financial institutions shall become “Incremental Lenders” hereunder). The Incremental Term Loans to be made pursuant to any such agreement between GEO and any such Lenders or financial institutions or funds in response to any such request by GEO shall be deemed to be a separate “Series” of Incremental Term Loans for all purposes of this Agreement. Anything herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Term Loan Commitments entered into pursuant to any such request (and, accordingly, the minimum aggregate principal amount of any Series of Incremental Term Loans) shall be (A) $20,000,000 or a larger multiple of $1,000,000 or (B) any other amount consented to by the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans”) in accordance with this Section 2.18 in an aggregate principal amount not to exceed (i) an amount such that the Senior Secured Leverage Ratio, as of the date of the effectiveness of any such Incremental Term Loans, would be equal to or less than 3.50:1.00, calculated on a Pro Forma Basis after giving effect to such incurrence (treating any proposed increase in revolving commitments under the ABL Facility pursuant to Section 2.20 thereof as fully drawn and loans thereunder outstanding and provided that any proceeds of such Incremental Term Loans and any other substantially simultaneous debt incurrences shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio), plus (ii) $100,000,000 (less the aggregate principal amount of all increases in the revolving commitments provided under the ABL Facility incurred Incremental Term Loan Commitments established after the Third Amendment and Restatement Effective Date pursuant plus the aggregate principal amount of all Revolving Credit Commitment Increases obtained after the Restatement Effective Date shall not exceed $350,000,000. Except as otherwise expressly provided herein, the Incremental Term Loans of any Series shall have the interest rate, participation and other fees, commitment reduction schedule (if any), amortization and maturity date, and be subject to Section 2.20 thereofsuch conditions to effectiveness and initial credit extension, as shall be agreed upon by the respective Incremental Lenders of such Series, GEO and the Administrative Agent (which agreement by the Administrative Agent shall not be unreasonably withheld in the case of interest rates and participation and other fees); , provided that in any event (x) the Incremental Term Loans shall be subject to, and entitled to the benefits of, the collateral security and Guarantees provided for herein and in the other Loan Documents on an equal and ratable basis with each other Loan, (y) the maturity for Incremental Term Loans shall not be earlier than the Term Loan Maturity Date and may be later than the Term Loan Maturity Date to the extent so agreed by GEO and such Incremental Lenders and (z) the weighted average-life-to-maturity for such Series of Incremental Term Loans shall not be shorter than the weighted average-life-to-maturity for the Term Loans and may be longer than the weighted average-life-to-maturity for the Term Loans to the extent so agreed by GEO and such Incremental Lenders; provided, further that GEO and the applicable Incremental Lenders may modify or waive any or all of the conditions to the initial borrowing of the applicable Incremental Term Loans (but not, for the avoidance of doubt, any conditions to the effectiveness of any Incremental Term Loan Commitments) set forth in this Agreement (other than with respect to (x) the absence of any Event of Default under any of Sections 7.01(a), (b), (h), (i) or (j) or (y) the accuracy of customary “specified representations”) in any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating transaction where the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness net cash proceeds of such Incremental Term Loan will be used to fund the purchase price for a Permitted Acquisition or other acquisition permitted under this Agreement. Following the acceptance by GEO of the offers made by any one or more Lenders to make any Series of Incremental Term Loans or (2) a definitive pursuant to the foregoing provisions of this Section 2.01(c), each such Incremental Lender in respect of such Series of Incremental Term Loans severally agrees, on the terms and conditions of this Agreement, to make such Incremental Term Loans to GEO during the period from and including the date of such acceptance to and including the commitment termination date specified in the agreement is entered into with respect to such Series in an aggregate principal amount up to but not exceeding the transaction amount of the Incremental Term Loan Commitment of such Incremental Lender in respect of such Series as in effect from time to be financed by such time. Amounts prepaid or repaid in respect of Incremental Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date. For the avoidance of doubt, the Borrower may incur Incremental Term Loans under this Section 2.18 in reliance on Section 2.18(a)(i) to the extent permitted prior to using Section 2.18(a)(ii). Notwithstanding the foregoing, if the Borrower has not included in such notice to the Administrative Agent for any Incremental Term Loans an explicit election to incur such Incremental Term Loans pursuant to Section 2.18(a)(i) or Section 2.18(a)(ii), then the Borrower shall be deemed to have elected to incur such Incremental Term Loans under Section 2.18(a)(i) to the extent permitted if Incremental Term Loans are permitted to be incurred under such clausereborrowed.