Common use of Incremental Term Loans Clause in Contracts

Incremental Term Loans. (a) The US Borrower may at any time, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (each, an “Incremental Term Loan”); provided, that (i) at the time that any such Incremental Term Loan is made (and after giving effect thereto), (A) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans and the application of the proceeds therefrom, as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans).

Incremental Term Loans. (a) The US Borrower may at any time, by written notice to the Administrative Agent (which shall promptly deliver a copy elect to each request the establishment of the Lenders), request one or more additional tranches New Tranche B Term Loan commitments (the “New Tranche B Term Loan Commitments”), in an aggregate amount for all such New Tranche B Term Loan Commitments not in excess of term loans the Maximum Incremental Facilities Amount. Each such notice shall specify the date (each, an “Incremental Increased Amount Date”) on which the Borrower proposes that the New Tranche B Term Loan”Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent; provided that the Borrower shall first offer the Lenders to provide all of the New Tranche B Term Loan Commitments prior to offering any other Person that is an eligible assignee pursuant to Section 13.6(b) and Section 13.6(g); providedprovided further that any Lender offered or approached to provide all or a portion of the New Tranche B Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Tranche B Term Loan Commitment. Such New Tranche B Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) at the time that any such Incremental Term Loan is made (and after giving effect thereto), (A1) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio exist on a Pro Forma Basis (including, to the extent any Permitted Acquisition such Increased Amount Date before or Subsidiary Redesignation has occurred during the applicable Test Period, after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma BasisNew Tranche B Term Loan Commitments and to the making of any Series of New Tranche B Term Loans pursuant thereto, as applicable; (2) both before and after giving effect to the incurrence making of any Series of New Tranche B Term Loans, each of the Incremental Term Loans conditions set forth in Section 7 shall be satisfied; (3) Holdings, the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the application of the proceeds therefrom, covenants set forth in Sections 10.9 and 10.10 as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, quarter after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to New Tranche B Term Loan Commitments, the incurrence of such Incremental the New Tranche B Term Loans and any Investment to be consummated in connection therewith; (4) the application of New Tranche B Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate and one or more New Tranche B Term Loan Lenders, and each of which shall be recorded in the Register and shall be subject to the effect requirements set forth in clauses Section 5.4(b); (A)5) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Tranche B Term Loan Commitments, (B), (C) and (D) above, together with all relevant calculations related theretoas applicable; and (ii6) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of deliver or cause to be delivered any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) legal opinions or other documents reasonably requested by Administrative Agent in connection with any such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv)transaction. The Incremental Any New Tranche B Term Loans (a) shall be in made on an aggregate principal amount not in excess of $325,000,000 (less Increased Amount Date that have terms and provisions that differ from Tranche B Term Loans outstanding on the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to date on which such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental New Tranche B Term Loans are obtained made shall be designated as a separate series (it being understood that the Incremental Term Loans may be priced differently from the Term Loansa “Series”) and (f) shall, except as set forth above, have terms identical to and be treated the same as the of Tranche B Term Loans for all purposes of this Agreement. On any Increased Amount Date on which any New Tranche B Term Loan Commitments of any Series are effective, subject to the Credit Documents satisfaction of the foregoing terms and conditions, (including i) each Lender with a New Tranche B Term Loan Commitment (each, a “New Tranche B Term Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Tranche B Term Loan”) in an amount equal to its New Tranche B Term Loan Commitment of such Series, and (ii) each New Tranche B Term Loan Lender of any Series shall become a Lender hereunder with respect to mandatory the New Tranche B Term Loan Commitment of such Series and voluntary prepayments)the New Tranche B Term Loans of such Series made pursuant thereto. On any Increased Amount Date, provided the outstanding principal amount described in clause (x) of Section 2.5(b) shall be deemed increased after the making of any New Tranche B Term Loans that if constitute the Applicable Rate same Series as the existing Tranche B Term Loans by the aggregate principal amount of such new Tranche B Term Loans. The terms and provisions of the New Tranche B Term Loans and New Tranche B Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans; provided, however, that (whichi) the applicable New Tranche B Term Loan Maturity Date of each Series shall not be earlier than the Tranche B Term Loan Maturity Date, for such purposes only(ii) the Weighted Average Life to Maturity of any New Tranche B Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Term Loans, (iii) the rate of interest applicable to the New Tranche B Term Loans of each Series and, subject to the foregoing clause (ii) the schedule of required repayments of principal thereof, shall be deemed to include all upfront or similar fees or original issue discount payable to all determined by the Borrower and the applicable new Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, and shall be deemed not to include any upfront or similar fees or original issue discount payable set forth in each applicable Joinder Agreement, (iv) all other terms applicable to the Lenders of New Tranche B Term Loans) relating Loans shall be reasonably acceptable to the Term Loans immediately prior to the effectiveness Administrative Agent (as evidenced by its execution of the applicable Incremental Joinder Agreement) and (v) if the Initial Yield applicable to the additional New Tranche B Term Loan Amendment Loans extended pursuant to this Section 2.15(a) exceeds by more than 0.50%50 basis points the sum of the Applicable LIBOR Margin (as increased by the amount that the “LIBOR floor” set forth in the proviso to the definition of “LIBOR Rate” exceeds the LIBOR Rate that would otherwise be in effect at such time) then in effect for Tranche B Term Loans that are LIBOR Loans, plus one fourth of the Up-Front Fees paid in respect of the Tranche B Term Loans incurred pursuant to Section 2.1 hereunder, then the Applicable Rate relating to LIBOR Margin of the Tranche B Term Loans shall be adjusted increase by the amount necessary to be equal reduce such difference to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%50 basis points. In lieu of requesting an additional tranche of term loans, the US Borrower Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) opinion of the fourth preceding sentenceAdministrative Agent, and (2) to effect the proposed terms provisions of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans)this Section 2.15.

Incremental Term Loans. (a) The US Borrower may at any time, by written notice to the Administrative Agent Agent, up to four (which shall promptly deliver a copy 4) times during the term of this Agreement, elect to each of the Lenders), request establish one or more additional tranches of new term loans loan commitments (the “New Term Loan Commitments”), in an aggregate amount equal to $200,000,000. Each such notice shall specify (A) the date (each, an “Incremental Increased Amount Date”) on which the New Term LoanLoan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $25,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”)) to whom such New Term Loan Commitments be allocated and the amounts of such allocations; provided, that (i) at the time provided that any such Incremental Lender approached to provide all or a portion of the New Term Loan is made (Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect thereto), to such New Term Loan Commitments (A1) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio exist on a Pro Forma Basis (including, to the extent any Permitted Acquisition such Increase Amount Date before or Subsidiary Redesignation has occurred during the applicable Test Period, after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma BasisNew Term Loan Commitments, as applicable; (2) both before and after giving effect to the incurrence making of any New Term Loans, each of the Incremental Term Loans conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the application of Parent shall be in pro forma compliance with the proceeds therefrom, covenants set forth in Section 9.1 as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on quarter for which a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation Compliance Certificate has occurred during the applicable Test Period, been delivered after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on a Pro Forma Basis) after giving effect which any New Term Loan Commitments are effective, subject to the incurrence of such Incremental Term Loans and the application satisfaction of the proceeds therefrom, with Section 7.09 foregoing terms and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrowerconditions, (Di) the incurrence of any such Incremental each New Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered Loan Lender shall make a Loan to the Administrative Agent Borrower (a certificate “New Term Loan”) in an amount equal to the effect set forth in clauses (A)its New Term Loan Commitment, (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the each New Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) Lender shall not have become a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including Lender hereunder with respect to mandatory the New Term Loan Commitment and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice In any event, the upfront fees applicable to the New Term Loans shall be determined by the Borrower and the applicable New Term Loan Lenders and shall be set forth (1) in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may, without the requested amount consent of Incremental Term Loansany other Lenders, together with all relevant calculations confirming compliance with sub-clause (i) effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the fourth preceding sentence, and (2) Agent to effect the proposed terms provision of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans)this Section 2.9.

Incremental Term Loans. (a) The US Borrower may at any time, by written notice to the Administrative Agent Agent, up to four (which shall promptly deliver a copy 4) times during the term of this Agreement, elect to each of the Lenders), request establish one or more additional tranches of new term loans loan commitments (the “New Term Loan Commitments”), in an aggregate amount equal to $200,000,000. Each such notice shall specify (A) the date (each, an “Incremental Increased Amount Date”) on which the New Term LoanLoan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $25,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”)) to whom such New Term Loan Commitments be allocated and the amounts of such allocations; provided, that (i) at the time provided that any such Incremental Lender approached to provide all or a portion of the New Term Loan is made (Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect thereto), to such New Term Loan Commitments (A1) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio exist on a Pro Forma Basis (including, to the extent any Permitted Acquisition such Increase Amount Date before or Subsidiary Redesignation has occurred during the applicable Test Period, after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma BasisNew Term Loan Commitments, as applicable; (2) both before and after giving effect to the incurrence making of any New Term Loans, each of the Incremental Term Loans conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the application of Parent shall be in pro forma compliance with the proceeds therefrom, covenants set forth in Section 9.1 as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on quarter for which a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation Compliance Certificate has occurred during the applicable Test Period, been delivered after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on a Pro Forma Basis) after giving effect which any New Term Loan Commitments of any Series are effective, subject to the incurrence of such Incremental Term Loans and the application satisfaction of the proceeds therefrom, with Section 7.09 foregoing terms and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrowerconditions, (Di) the incurrence of any such Incremental each New Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered Loan Lender shall make a Loan to the Administrative Agent Borrower (a certificate “New Term Loan”) in an amount equal to the effect set forth in clauses (A)its New Term Loan Commitment, (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the each New Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) Lender shall not have become a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including Lender hereunder with respect to mandatory the New Term Loan Commitment and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower's notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice In any event, the upfront fees applicable to the New Term Loans shall be determined by the Borrower and the applicable New Term Loan Lenders and shall be set forth (1) in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may, without the requested amount consent of Incremental Term Loansany other Lenders, together with all relevant calculations confirming compliance with sub-clause (i) effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the fourth preceding sentence, and (2) Agent to effect the proposed terms provision of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans)this Section 2.9.

Incremental Term Loans. (a) The US Borrower may at any time, by written notice to the Administrative Agent Agent, up to four (which shall promptly deliver a copy 4) times during the term of this Agreement, elect to each of the Lenders), request establish one or more additional tranches new term loan commitments (the “New Term Loan Commitments”) to increase the aggregate amount of term loans all Commitments made under this Agreement to not more than $500,000,000. Each such notice shall specify (A) the date (each, an “Incremental Increased Amount Date”) on which the New Term LoanLoan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $25,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”)) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided, that (i) at the time provided that any such Incremental Lender approached to provide all or a portion of the New Term Loan is made (Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect thereto), to such New Term Loan Commitments (A1) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio exist on a Pro Forma Basis (including, to the extent any Permitted Acquisition such Increase Amount Date before or Subsidiary Redesignation has occurred during the applicable Test Period, after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma BasisNew Term Loan Commitments, as applicable; (2) both before and after giving effect to the incurrence making of any New Term Loans, each of the Incremental Term Loans conditions set forth in Section 5.2 shall be satisfied; (3) the Borrower and the application of Parent shall be in pro forma compliance with the proceeds therefrom, covenants set forth in Section 9.1 as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on quarter for which a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation Compliance Certificate has occurred during the applicable Test Period, been delivered after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on a Pro Forma Basis) after giving effect which any New Term Loan Commitments of any Series are effective, subject to the incurrence of such Incremental Term Loans and the application satisfaction of the proceeds therefrom, with Section 7.09 foregoing terms and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrowerconditions, (Di) the incurrence of any such Incremental each New Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered Loan Lender shall make a Loan to the Administrative Agent Borrower (a certificate “New Term Loan”) in an amount equal to the effect set forth in clauses (A)its New Term Loan Commitment, (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the each New Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) Lender shall not have become a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including Lender hereunder with respect to mandatory the New Term Loan Commitment and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice In any event, the upfront fees applicable to the New Term Loans shall be determined by the Borrower and the applicable New Term Loan Lenders and shall be set forth (1) in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may, without the requested amount consent of Incremental Term Loansany other Lenders, together with all relevant calculations confirming compliance with sub-clause (i) effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the fourth preceding sentence, and (2) Agent to effect the proposed terms provision of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans)this Section 2.9.

Incremental Term Loans. (a) The US Borrower may at any time, by written notice to the Administrative Agent Agent, up to four (which shall promptly deliver a copy 4) times during the term of this Agreement, elect to each of the Lenders), request establish one or more additional tranches of new term loans loan commitments (the “New Term Loan Commitments”), in an aggregate amount equal to $250,000,000. Each such notice shall specify (A) the date (each, an “Incremental Increased Amount Date”) on which the New Term LoanLoan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $25,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”)) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided, that (i) at the time provided that any such Incremental Lender approached to provide all or a portion of the New Term Loan is made (Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect thereto), to such New Term Loan Commitments (A1) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio exist on a Pro Forma Basis (including, to the extent any Permitted Acquisition such Increased Amount Date before or Subsidiary Redesignation has occurred during the applicable Test Period, after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma BasisNew Term Loan Commitments, as applicable; (2) both before and after giving effect to the incurrence making of any New Term Loans, each of the Incremental Term Loans and conditions set forth in Section 5.2 shall be satisfied; (3) the application of Borrower shall be in pro forma compliance with the proceeds therefrom, covenants set forth in Section 9.1 as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on quarter for which a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation Compliance Certificate has occurred during the applicable Test Period, been delivered after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded 30 A/75663178.5 in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on a Pro Forma Basis) after giving effect which any New Term Loan Commitments are effective, subject to the incurrence of such Incremental Term Loans and the application satisfaction of the proceeds therefrom, with Section 7.09 foregoing terms and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrowerconditions, (Di) the incurrence of any such Incremental each New Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered Loan Lender shall make a Loan to the Administrative Agent Borrower (a certificate “New Term Loan”) in an amount equal to the effect set forth in clauses (A)its New Term Loan Commitment, (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the each New Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) Lender shall not have become a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including Lender hereunder with respect to mandatory the New Term Loan Commitment and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice In any event, the upfront fees applicable to the New Term Loans shall be determined by the Borrower and the applicable New Term Loan Lenders and shall be set forth (1) in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may, without the requested amount consent of Incremental Term Loansany other Lenders, together with all relevant calculations confirming compliance with sub-clause (i) effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the fourth preceding sentence, and (2) Agent to effect the proposed terms provision of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans).this Section 2.14. Section 2.15

Incremental Term Loans. (a) The US Borrower may Company shall have the right, at any time, time and from time to time after the Closing Date by written notice to and in consultation with the Administrative Agent Agent, to request commitments (which shall promptly deliver a copy to each of the Lenders), request one or more “Incremental Term Loan Commitments”) for additional tranches of term loans (each, an “Incremental Term Loan,” and collectively, the “Incremental Term Loans”) from existing Lenders, one or more Persons that are not already Lenders (each, an “Additional Term Lender”), or a combination thereof; provided, provided that (i) at the time that any such request for Incremental Term Loan is made Loans shall be in a minimum amount of $25,000,000, (and ii) immediately after giving effect theretoto the making of any Incremental Term Loans, the aggregate of all Revolving Credit Commitment Increases effected and Incremental Term Loans made after the Closing Date shall not exceed $50,000,000 (without regard to any repayment of Incremental Term Loans), (Aiii) no Default or Event of Default shall have occurred and be continuingcontinuing on the applicable Incremental Term Loan Effective Date (as hereinafter defined) or shall result from the making of any Incremental Term Loans, (Biv) the Total Leverage Ratio on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) immediately after giving effect to the incurrence making of the any Incremental Term Loans and the application of the proceeds therefromthereof, as of the last day of Company shall be in compliance with the financial covenants contained in Article VII, such compliance determined with regard to calculations made on a pro forma basis for the most recently ended four fiscal quarters Reference Period for which the Administrative Agent and the Lenders have received financial statements and a Compliance Certificate, as if such Incremental Term Loans had been made on the first day of the US Borrowersuch period, shall not exceed 4.25 to 1.00, and (Cv) the US Borrower shall be Total Leverage Ratio (as set forth in compliance, on a Pro Forma Basis (including, the Compliance Certificate then most recently delivered to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during Administrative Agent and the applicable Test PeriodLenders) is, after giving pro forma effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of such Incremental Term Loans and the application of the proceeds therefromthereof, with Section 7.09 and Section 7.10 of this Agreement computed at least 0.25% below the maximum level then permitted as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans7.1. Such notice from the Company shall set forth (1) specify the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the . All Incremental Term Loans (or, if applicable, that made on the US Borrower wishes that the same day shall be deemed to be a separate “Series” of Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans).

Incremental Term Loans. (a) The US Borrower may at At any time, the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more incremental term loan commitments (which shall promptly deliver a copy any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to each of the Lenders), request make one or more additional tranches of term loans loan (eachany such additional term loan, an “Incremental Term Loan”); provided, provided that (i) at the time that any such total aggregate principal amount for all Incremental Term Loan is made Commitments shall not (and after giving effect thereto), (Aas of any date of incurrence thereof) no Default or Event exceed an amount equal to the amount of Default shall have occurred and be continuing, (B) additional Indebtedness that would cause the Total Consolidated Senior Secured Net Leverage Ratio on a Pro Forma Basis as of the four (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis4) after giving effect consecutive fiscal quarter period most recently ended prior to the incurrence of the Incremental Term Loans and the application of the proceeds therefromsuch additional Indebtedness for which financial statements are available, as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, calculated on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) pro forma basis after giving effect to the incurrence of such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such additional Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence but determined without deduction of any cash proceeds of such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (ALoan), (B), (C) and (D) above, together with all relevant calculations related thereto; not to exceed 3.00 to 1.00 and (ii) the US total aggregate amount for each Incremental Term Loan Commitment (and the Incremental Term Loans made thereunder) shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (i). Each such notice shall specify the date (each, an “Incremental Effective Date”) on which the Borrower proposes that any Incremental Term Loan Commitment shall promptly be effective, which shall be a date not less than ten (10) Business Days after the US date on which such notice is delivered to Administrative Agent. The Borrower receives the proceeds from the incurrence may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Eligible Assignee, to provide an Incremental Term Loan Commitment (any such Person, an “Incremental Lender”). Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Term LoansLoan Commitment may elect or decline, pay Dividends to Holdings (andin its sole discretion, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans)Commitment.

Incremental Term Loans. (a) The US Borrower Following the Agreement Date, AGCO may at from time to time through the Maturity Date, propose that additional term loans in U.S. Dollars be made to it or any time, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans other Borrowers in accordance with this Section (each, an “Incremental Term Loan”) by delivering a Notice of Incremental Term Loan Borrowing to Administrative Agent substantially in the form of Exhibit N hereto (a “Notice of Incremental Term Loan Borrowing”); provided, that specifying (subject to the restrictions set forth in clause (b) below) therein the (i) amount of the Tranche of Incremental Term Loans requested (which Tranche shall be 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 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) the amortization for all Incremental Term Loans in such Tranche, and (v) the amount of any upfront or closing fees to be paid by the Borrowers to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in clause (d) below, each Notice of Incremental Term Loan Borrowing delivered by AGCO shall be 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 Administrative Agent a certificate of a Responsible Employee of AGCO certifying (A) that any 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 Incremental Term Loan is made Borrowing, and (and after giving effect thereto), (AB) that no Default or Event of Default shall have occurred and then exists or would be continuing, (B) the Total Leverage Ratio on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans and the application of the proceeds therefrom, as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans)caused thereby.

Incremental Term Loans. (ag) The US After the Closing Date, the Borrower may at any time, by notice from time to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), time request one or more that(i) additional tranches of term loans be made to it in accordance with this Section 2.1(g) (each, an “Incremental Term Loan”); provided, that (i) at the time that any such by delivering a Notice of Incremental Term Loan is made Borrowing to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(g)) therein (A) the amount of the Tranche of Incremental Term Loans requested (which Tranche shall be in a minimum principal amount equal to the lesser of (x) $20,000,000 and after giving effect thereto(y) the then current Incremental Amount, and, subject to the first sentence of Section 2.1(g)(iii), in integral multiples of $1,000,000 in excess thereof), (B) the requested advance date of the proposed Incremental Term Loans comprising such Tranche (which shall be not less than ten (10) days from the date of delivery of the Notice of Incremental Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)), (C) the Interest Rate Option(s) and the Applicable Margin to be applicable to the Incremental Term Loans in such Tranche, (D) the amortization for all Incremental Term Loans in such Tranche and (E) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Tranche of Incremental Term Loans requested. Subject to the last sentence in Section 2.1(g)(v), each Notice of Incremental Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of each Notice of Incremental Term Loan(ii) Borrowing, the Borrower shall also deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower certifying (A) that no Default or Event of Default then exists or would be caused thereby; provided, that if the proceeds of such Tranche of Incremental Term Loans shall have occurred and be continuingused to consummate a Permitted Acquisition, this clause (A) shall be tested as provided in clause (iii) of the definition of Permitted Acquisition, (B) that, both before and after giving effect to a Borrowing of such Tranche of Incremental Term Loans, the Total Leverage Ratio Borrower shall be in compliance with the covenants set forth in Article VIII on a Pro Forma forma Basis as of the most recent four fiscal quarter period for which Consolidated financial statements have been delivered (includingand showing the calculations thereof); provided, that if the proceeds of such Tranche of Incremental Term Loans shall be used to consummate a Permitted Acquisition, this clause (B) shall be tested as provided in clause (vii) of the extent definition of Permitted Acquisition, and (C) the representations and warranties of each Loan Party set forth in Article V of the Credit Agreement are true and correct in all material respects and will be true and correct in all material respects (unless any Permitted Acquisition such representation or Subsidiary Redesignation has occurred during warranty is qualified as to materiality or a Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects) on the applicable Test Perioddate of the proposed Borrowing of such Tranche of Incremental Term Loans, before and after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect Borrowing and to the incurrence of the Incremental Term Loans and the application of the proceeds therefrom, as though made on and as of such date, other than any such representations or warranties that specifically refer to a date other than the date of such Borrowing; provided, that if the proceeds of such Tranche of Incremental Term Loans shall be used to consummate a 52 Permitted Acquisition, this clause (C) may be modified or otherwise waived in whole or in part in a manner determined by the Borrower and the Lenders providing such Tranche of Incremental Term Loans (including by requiring that clause (C) be tested as of the last day time such Loan Party entered into such Limited Conditionality Purchase Agreement). The sum of the most recently ended four fiscal quarters (A) all aggregate outstanding principal amounts of the US Borrower, all(iii) Tranches of Incremental Term Loans and (B) all unused Incremental Term Loan Commitments of all Tranches of Incremental Term Loans shall not exceed 4.25 at any time the then current Incremental Amount. Repayments or prepayments of the principal of any Incremental Term Loans may not be reborrowed. Each Tranche of Incremental Term Loans shall bear interest at the Alternate Base Rate or the Adjusted LIBOR Rateapplicable Benchmark plus the Applicable Margin as is set forth in the Notice of Incremental Term Loan Borrowing related to 1.00such Tranche, (C) the US Borrower and shall be subject to the amortization set forth in compliancethe applicable Notice of Incremental Term Loan Borrowing relating to such Tranche,; provided, on a Pro Forma Basis (includinghowever, that to the extent that the Applicable MarginsMargin for the Alternative Base Rate Loans or LIBOR Rate Loansor for such Benchmark under any Permitted Acquisition Tranche of Incremental Term Loans exceed by more than 0.50% the Applicable MarginsMargin for the Alternative Base Rate or Subsidiary Redesignation has occurred during for such Benchmark for the applicable Test Periodexisting Term Loan A-2 Facility, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to determined as of the incurrence initial funding date of such Tranche of Incremental Term Loans, the Applicable MarginsMargin for such Alternative Base Rate or for such Benchmark for the existing Term Loans shall be increased so that the Applicable MarginsMargin for the Alternative Base Rate or for such Benchmark, as applicable, on such Tranche of Incremental Term Loans and the application existing Term Loan A-2 are equal, and so that the Applicable Margins for the existing Term Loan A-1 are 0.50% lower than the Applicable Margins for such Tranche of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by and the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence existing Term Loan A-2. The final maturity date of any Tranche of Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted no earlier than the Maturity Date with respect to be the Term Loan A-1 Facility; provided, that if the Maturity Date with respect to the Term Loan A-2 Facility is equal to or less than five (5) years from the Applicable Rate (which, for initial funding date of such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice shall set forth (1) the requested amount Tranche of Incremental Term Loans, together the final maturity date of such Tranche of Incremental Term Loans shall also be no earlier than the Maturity Date with respect to the Term Loan A-2 Facility. The weighted average life of any Tranche of Incremental Term Loans shall be equal to or greater than the weighted average life of the Term Loan A-1 Facility, determined as of the initial funding date of such Tranche of Incremental Term Loans; provided, that if the Maturity Date with respect to the Term Loan A-2 Facility is equal to or less than five (5) years from the initial funding date of such Tranche of Incremental Term Loans, the final average weighted life of such Tranche of Incremental Term Loans shall also be no earlier than the average weighted life with respect to the Term Loan A-2 Facility. Any covenant or Event of Default applicable to any Tranche of Incremental Term Loans (other than those applicable solely after the Maturity Date with respect to the Term Loan A-2) that is more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to all relevant calculations confirming compliance Loans hereunder. All Incremental Term Loans shall for all purposes be Obligations hereunder and under the Loan Documents. Upon receipt of a request for a Tranche of Incremental Term Loans from(iv) the Borrower, the Administrative Agent shall, in consultation with sub-the Borrower, offer one or more Term Lenders, other Lenders or new lenders that are Eligible Assignees, and, with the prior written consent of the Borrower, other new lenders that are not Eligible Assignees, the opportunity, in such amounts as the Administrative Agent, in consultation with the Borrower, shall determine, to participate in the requested Tranche of Incremental Term Loans. Each Term Lender, other Lender or new lender that fails to respond to such a notice in writing in a form acceptable to the Administrative Agent within the period of time provided therein shall be deemed to have elected not to participate in such Tranche of Incremental Term Loans. No Lender or new lender shall have any obligation to fund any Incremental Term Loan, and any decision by a Lender or new lender to fund any Incremental Term Loan shall be made in its sole discretion independently from any other Lender or new lender. 53 If in response to the offer to participate in such Tranche made by the(v) Administrative Agent pursuant to clause (iiv) above, the Administrative Agent receives commitments from Lenders and/or from any other Person that (A) qualifies as an Eligible Assignee and is reasonably acceptable to the Borrower and the Administrative Agent and (B) has agreed to become a Lender in respect of all or a portion of such Tranche of Incremental Term Loans (an “Additional Incremental Term Lender”), in excess of the fourth preceding sentencerequested Tranche of Incremental Term Loans, the Administrative Agent shall have the right, in its sole discretion but with the consent of the Borrower, to reduce and reallocate (2within the minimum and maximum amounts specified by each such Lender or Additional Incremental Term Lender in its notice to the Administrative Agent) the proposed terms shares of the Incremental Term Loans of the Lenders or Additional Incremental Term Lenders willing to fund (oror commit to fund) such Tranche of Incremental Term Loans so that the total committed Incremental Term Loans equal the requested Tranche of Incremental Term Loans. If the Administrative Agent does not receive commitments from Lenders or Additional Incremental Term Lenders in an amount sufficient to fund the requested Tranche of Incremental Term Loans, the Administrative Agent shall so notify Borrower and the request for such Tranche of Incremental Term Loans shall be deemed automatically rescinded; provided, that the Borrower may submit a replacement Notice of Incremental Term Loan Borrowing setting forth different terms for the requested Incremental Term Loan (which replacement shall not be deemed a new request for an Incremental Term Loan for purposes of Section 2.1(g)(ix)). Any Incremental Term Loan Funding Agreement shall become effective(vi) upon the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower signed by each Loan Party, by each Additional Incremental Term Lender and by each existing Lender who has agreed to fund such Tranche of Incremental Term Loans, setting forth the new Tranche of Incremental Term Loans of such Lenders and setting forth the agreement of each Additional Incremental Term Lender to become a party to this Agreement as a Lender and to be bound by all the terms and provisions hereof, together with officer’s certificates and ratification agreements executed by each Loan Party and such evidence of satisfaction of all conditions set forth in Section 4.2 (subject to the provisos of Section 2.1(g)(ii)(A), (B) and (C)), appropriate corporate authorization on the part of each Loan Party with respect to the requested Tranche of Incremental Term Loans, amendments to any other Loan Documents reasonably requested by the Administrative Agent in relation to the requested Tranche of Incremental Term Loans (which amendments to the Loan Documents (other than this Agreement) the Administrative Agent is hereby authorized to execute on behalf of the Lenders), updates or endorsements to policies of title insurance, flood hazard determination certificates (and, if applicable, that evidence of flood insurance) with respect to each parcel of property subject to a Mortgage, the US Borrower wishes that results of lien searches from applicable jurisdictions, and such opinions of counsel for the Loan Parties with respect to the requested Tranche of Incremental Term Loans and other assurances as the Administrative Agent may reasonably request. In addition to any prepayments or repayments made pursuant to Sections(vii) 2.12 and 2.13, the principal of the Incremental Term Loans constitute additional of each Tranche shall be repaid on such dates and in such amounts as may be set forth in the Notice of Incremental Term Loan Borrowing for such Tranche, to be applied to the unpaid principal amount of the Incremental Term Loans for such Tranche for which shall have terms identical such payment relates. Notwithstanding anything herein to the existing contrary, the entire outstanding principal balance of all Tranches of Incremental Term LoansLoans shall be due and payable in full in cash on the Maturity Date as specified in clause (d) of the definition thereof. The Administrative Agent shall record relevant information regarding(viii) each Tranche of Incremental Term Loans (including information with respect to Additional Incremental Term Lenders) in the Register in accordance with Section 11.7(c).; provided, however, that failure to make 54

Incremental Term Loans. (a) The US Borrower Company may at any timetime or from time to time after the Restatement Effective Date, by written notice to the Administrative Agent (which whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (each, an the “Incremental Term LoanLoans”); provided, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (A) no Default or Event of Default shall have occurred exist and (ii) Parent shall be continuing, (B) in compliance with each of the Total Leverage Ratio covenants set forth in Section 7.11 determined on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence as of the date of such Incremental Term Loans Loan and the application of the proceeds therefrom, as of the last day of the most recently ended four recent completed fiscal quarters quarter of the US BorrowerParent, shall not exceed 4.25 to 1.00in each case, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of as if such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during on the most recently ended period last day of four consecutive such fiscal quarters quarter of the US Borrower, (D) the incurrence Parent for testing compliance therewith. Each tranche of any such Incremental Term Loans has been duly authorized by 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 US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect limit set forth in clauses (Athe next sentence). Notwithstanding anything to the contrary herein, (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after aggregate amount of the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings Loans shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv)not exceed $100,000,000. The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, payment and of security and guarantees with the Revolving Loans and the Term Loans, (cb) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, may have nominal amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (fc) shall, except as set forth above, have terms identical to and shall be treated substantially the same as the Term Loans for all purposes of the Credit Documents (in each case, including with respect to mandatory and voluntary prepayments), ; provided that if (i) the Applicable Rate (which, for such purposes only, shall be deemed terms and conditions applicable to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall Loans may be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders materially different from those of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating extent such differences are reasonably acceptable to the Arranger and (ii) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be adjusted to be equal to determined by the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, Company and the US Borrower may, in such notice, request lenders thereof; provided that the Incremental Term Loans constitute additional Term Loans which shall have terms identical yield with respect to the existing Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the Incremental Term Loans (or, if applicable, taking into account upfront fees paid to Incremental Term Loan lenders) may be no more than 0.50% per annum greater than the then-current yield with respect to the Term Loans at the time the Incremental Amendment becomes effective pursuant to its terms (it being understood that the US Borrower wishes that pricing of the Term Loans will be increased and/or additional fees will be paid to the Term Lenders to the extent necessary to satisfy such requirement). Each notice from the Company pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans constitute additional may be made by any existing Lender (and each existing Term Lender will have the right to make a portion of any Incremental Term Loan on terms permitted in this Section 2.20 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans which if such consent would be required under Section 10.07(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans shall have terms identical become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the existing Term Loans).other Loan Documents, executed by Parent, the Borrowers, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative

Incremental Term Loans. (a) The US Term Loan Borrower may (on behalf of any Borrower) at any time or from time to time, by notice to the Administrative Agent (which whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (each, an the “Incremental Term LoanLoans”); providedprovided that both at the time of any such request and upon the effectiveness of any Incremental Term Loan Amendment referred to below, that (i) no Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (A) no Default or Event of Default shall have occurred exist and the Company shall be continuingin compliance with Sections 6.12, (B) the Total Leverage Ratio 6.13 and 6.14, determined on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to pro forma basis as if such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans and the application of the proceeds therefrom, as of had been outstanding on the last day of the most recently ended four recent fiscal quarters quarter for testing compliance therewith (and, for purposes of the US BorrowerSection 6.12, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of as if such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters then ended). Each tranche of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth shall be in clauses (A), (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv)an aggregate principal amount that is not less than $25,000,000. The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of exceeding (i) $325,000,000 375,000,000, or, if (x) the Perbio Reorganization has been consummated, (y) the Total Leverage Ratio is less than 3.50 to 1.00 at the time such Incremental Term Loan is incurred (after giving pro forma effect to the Incremental Term Loan to be incurred) and (z) the Senior Leverage Ratio is less than 3.00 to 1.00 at the time such Incremental Term Loan is incurred (after giving pro forma effect to the Incremental Term Loan to be incurred), $500,000,000 minus (ii) the aggregate principal amount of Additional Senior Subordinated Notes Debt issued pursuant after the Effective Date in excess of $400,000,000 (if the Senior Leverage Ratio is greater than or equal to Section 7.04(o3.50 to 1.00 at the time such Incremental Term Loan is incurred (after giving pro forma effect to the Incremental Term Loan to be incurred)), $525,000,000 (if the Senior Leverage Ratio is less than 3.50 to 1.00 but greater than or equal to 3.00 to 1.00 at the time such Incremental Term Loan is incurred (after giving pro forma effect to the Incremental Term Loan to be incurred)) or $650,000,000 (if the Senior Leverage Ratio is less than 3.00 to 1.00 at the time such Incremental Term Loan is incurred (after giving pro forma effect to the Incremental Term Loan to be incurred)), (b) shall rank pari passu in right of payment, payment and of security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, and (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and shall be treated substantially the same as (and in any event no more favorably than) the Term Loans for all purposes of the Credit Documents (in each case, including with respect to mandatory and voluntary prepayments), ; provided that if (i) the Applicable Rate (which, for such purposes only, shall be deemed terms and conditions applicable to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an maturing after the Term Loan Maturity Date may provide for material additional tranche of term loans, or different financial or other covenants or prepayment requirements applicable only during periods after the US Borrower may, in such notice, request that Term Loan Maturity Date and (ii) the Incremental Term Loans constitute additional Term Loans which shall have terms identical to may be priced differently than the existing Term Loans. Such Each notice shall set forth (1) the requested amount and proposed terms of the relevant Incremental Term Loans and the Borrower in respect thereof. Each existing Lender shall be afforded the opportunity, but shall not be required, to provide a ratable share (including a share of any Incremental Term Loans not subscribed to by other existing Lenders) of any Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of . In the fourth preceding sentence, and (2) event that existing Lenders provide commitments in an aggregate amount less than the proposed terms total amount of the Incremental Term Loans requested by the Term Loan Borrower, the Term Loan Borrower may arrange for one or more banks or other financial institutions (or, if applicable, that the US Borrower wishes that the any such bank or other financial institution being called an “Additional Lender”) to extend commitments to provide Incremental Term Loans constitute additional in an aggregate amount equal to the unsubscribed amount. Commitments in respect of Incremental Term Loans which shall have terms identical become Commitments under this Agreement pursuant to an amendment (an “Incremental Term Loan Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company (and the applicable Borrower, if other than the Company), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Term Loan Amendment shall be subject to the existing satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Term Loan Amendment) and such other conditions as the parties thereto shall agree. No Lender shall be obligated to provide any Incremental Term Loans, unless it so agrees (it being acknowledged that the Tranche B-1 Lenders have agreed pursuant to the Amendment and Restatement Agreement to provide the Tranche B-1 Term Loans). The Tranche B-1 Term Loans constitute Incremental Term Loans.

Incremental Term Loans. (a) The US Borrower may at any time, by written notice to the Administrative Agent (which shall promptly deliver a copy elect to each of the Lenders), request establish one or more additional tranches of new term loans loan commitments (the “New Term Loan Commitments”), in an aggregate amount equal to $50,000,000. Each such notice shall specify (A) the date (each, an “Incremental Increased Amount Date”) on which the New Term LoanLoan Commitments shall be effective and the New Term Loan shall be funded, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent, (B) the amount of such New Term Loan Commitments, which must be at least $25,000,000, and (C) the identity of each Person (which must either be (x) a Lender or (y) an Eligible Assignee that has been approved in writing by the Borrower and the Administrative Agent) (each, a “New Term Loan Lender”)) to which such New Term Loan Commitments will be allocated and the amounts of such allocations; provided, that (i) at the time provided that any such Incremental Lender approached to provide all or a portion of the New Term Loan is made (Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment and any Lender that fails to respond to any request for New Term Loan Commitments shall be deemed to have rejected such request. Such New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that, both before and after giving effect thereto), to such New Term Loan Commitments (A1) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio exist on a Pro Forma Basis (including, to the extent any Permitted Acquisition such Increased Amount Date before or Subsidiary Redesignation has occurred during the applicable Test Period, after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma BasisNew Term Loan Commitments, as applicable; (2) both before and after giving effect to the incurrence making of any New Term Loans, each of the Incremental conditions set forth in §10.12 shall be satisfied; (3) the Borrower shall be in pro forma compliance with the covenants set forth in §9 after giving effect to such New Term Loans and the application of the proceeds therefrom, Loan Commitments as of the last day of the most recently ended four fiscal quarters of quarter for which a compliance certificate has been delivered pursuant to §7.4(c); (4) the US New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Administrative Agent, and each of which shall not exceed 4.25 to 1.00, be recorded in the Register (Cas defined in §18.3); and (5) the US Borrower shall deliver or cause to be in compliance, on a Pro Forma Basis (including, to the extent delivered any Permitted Acquisition legal opinions or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized other documents reasonably requested by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate in connection with any such transaction. On any Increased Amount Date on which any New Term Loan Commitments are effective, subject to the effect set forth in clauses (A)satisfaction of the foregoing terms and conditions, (B)i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment, (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the each New Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) Lender shall not have become a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including Lender hereunder with respect to mandatory the New Term Loan Commitment and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, New Term Loans made pursuant thereto. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice In any event, the upfront fees applicable to the New Term Loans shall be determined by the Borrower and the applicable New Term Loan Lenders and shall be set forth (1) in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may, without the requested amount consent of Incremental Term Loansany other Lenders, together with all relevant calculations confirming compliance with sub-clause (i) effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the fourth preceding sentence, and (2) Administrative Agent to effect the proposed terms provision of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans)this §2.2.

Incremental Term Loans. (a) The US Borrower may at any timetime or from time to time after the Restatement Date, by notice to the Administrative Agent (which whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (each, an “the "Incremental Term Loan”Loans"); provided, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (A) no Default or Event of Default shall have occurred and be continuingexist, (Bii) the Total Leverage Ratio Borrower shall be in compliance with the Financial Performance Covenants determined on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans and the application of the proceeds therefrom, pro forma basis as of the last day of the most recently ended four fiscal quarters quarter of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of as if such Incremental Term Loans and had been outstanding on the application last day of such fiscal quarter of the proceeds therefromBorrower for testing compliance therewith (and, with for purposes of Section 7.09 and Section 7.10 of this Agreement computed 6.11, as if such Indebtedness Incremental Term Loans had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US BorrowerBorrower then ended), (Diii) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower shall have delivered a certificate certifying as to clauses (i) and (Eii) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) aboveAgent, together with all relevant calculations related thereto; thereto and (iiiv) after giving effect thereto, the US Borrower Collateral and Guaranty Requirement shall promptly after the US Borrower receives the proceeds from the incurrence have been satisfied. Each tranche of any Incremental Term LoansLoans shall be in an aggregate principal amount that is not less than $50,000,000 and be in an integral multiple of $1,000,000. Notwithstanding anything to the contrary herein, pay Dividends to Holdings (and, at the option aggregate amount of the US Borrower, related transaction costs) with such proceeds and Holdings Incremental Term Loans shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv)not exceed $200,000,000. The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, payment and of security and guarantees with the Revolving Loans and the Term Loans, (cb) shall not mature earlier than the date falling six months after the Term Loan Maturity Date (but may, subject to clause (dc) below, have amortization prior to such date), (dc) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at weighted average life of the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (fd) shall, except as set forth above, have terms identical to and shall be treated substantially the same as (and in any event no more favorably than) the Term Loans for all purposes of the Credit Documents (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans maturing after the Term Loan Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Term Loans, provided further that (i) if the Applicable Rate Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term LoanLoans) relating to any Incremental Term Loan Loans exceeds the Applicable Rate Margin (which, for such purposes only, shall be deemed not to include any all upfront or similar fees or original issue discount payable to all Lenders providing the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.500.25%, then the Applicable Rate Margin relating to the Term Loans shall be adjusted to be equal to the Applicable Rate Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.500.25%. In lieu of requesting an additional tranche of term loans, Each notice from the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical pursuant to the existing Term Loans. Such notice this Section shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender or by any other bank or other financial institution (orany such other bank or other financial institution being called an "Additional Lender"), if applicable, provided that the US Borrower wishes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender's or Additional Lender's making such Incremental Term Loans constitute additional if such consent would be required under Section 9.04(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans which shall have terms identical become Commitments under this Agreement pursuant to an amendment (an "Incremental Amendment") to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the existing satisfaction on the date thereof (each, an "Incremental Facility Closing Date") of each of the conditions set forth in Section 4.01 (it being understood that all references to "the date of such Borrowing" in such Section 4.01 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. No more than four Incremental Facility Closing Dates may be selected by the Borrower. No Lender shall be obligated to provide any Incremental Term Loans)Loans unless it so agrees.

Incremental Term Loans. (a) The US Borrower may at any timetime or from time to time after the Syndication Date (or earlier if approved by the Administrative Agent), by notice to the Administrative Agent (which whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of incremental term loans be made hereunder (each, an the “Incremental Term LoanLoans”); provided, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (A) no Default or Event of Default shall have occurred exist and (ii) Holdings shall be continuing, (B) in compliance with the Total Leverage Ratio covenants set forth in Sections 8.08 through 8.10 determined on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans and the application of the proceeds therefrom, as of the last day date of the most recently ended four fiscal quarters Test Period (or, if no Test Period cited in such sections has passed, the covenants in Sections 8.08 through 8.10 for the first Test Period cited in such Sections shall be satisfied as of the US Borrowerlast four quarters ended), shall not exceed 4.25 to 1.00in each case, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of as if such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during on the most recently ended period last day of four consecutive such fiscal quarters quarter of the US Borrower, (D) the incurrence of any such Holdings for testing compliance therewith. Each Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) Loan shall be in an aggregate principal amount that is not in excess of less than $325,000,000 (less 5,000,000. Notwithstanding anything to the contrary herein, the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant the Incremental Term Loans shall not exceed $10,000,000. The Incremental Term Loans shall have the same terms and conditions applicable to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) . Each notice from the Borrower pursuant to this Section 2.10 shall not mature earlier than set forth the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that requested amount of the then-remaining relevant Incremental Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the . Incremental Term Loans may be priced differently from the Term Loans) and made by any existing Lender (f) shall, except as set forth above, but no existing Lender will have terms identical any obligation to and be treated the same as the Term Loans for all purposes make a portion of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such any Incremental Term Loan) relating or by any other bank or other financial institution that is an Eligible Transferee (any such other bank or other financial institution being called an “Additional Lender”); provided that the Administrative Agent shall have consented (not to any be unreasonably withheld, conditioned or delayed) to such Additional Lender’s making such Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders Loans. Commitments in respect of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted provided pursuant to be equal an amendment (an “Incremental Amendment”) to the Applicable Rate (whichthis Agreement and, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loansas appropriate, the US Borrower other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such commitments, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, with the consent of Holdings, the Borrower and the Administrative Agent, but without the consent of any other Credit Party, the Collateral Agent or Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) reasonable opinion of the fourth preceding sentenceAdministrative Agent and the Borrower, and (2) to effect the proposed terms provisions of this Section 2.10. The Borrower may use the proceeds of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans), unless it so agrees.

Incremental Term Loans. (a) The US On or prior to the last ----------------------- day of the Tranche A Commitment Period, the Borrower may at any timemay, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request one or more additional tranches the addition of a new tranche of term loans (each, an “the "Incremental Term Loan”Loans"); provided, however, that both (ix) at the time that of ----------------------- -------- ------- any such Incremental Term Loan is made request and (and after giving effect thereto), (A) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basisy) after giving effect to the incurrence of the any such Incremental Term Loans Loans, no Default shall exist and the application of the proceeds therefrom, as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliancecompliance with each financial covenant (calculated, in the case of clause (y), on a Pro Forma Basis (including, pro forma basis to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving give effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence any borrowing of such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans shall (ai) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o))25,000,000, (bii) shall rank pari passu in right of payment, payment and ---- ----- of security and guarantees with the Revolving Loans and other Loans, (iii) have an average weighted life equal to or longer than the Tranche A Term Loans, (civ) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization be drawn on or prior to such date)the last day of the Tranche A Commitment Period; provided that, -------- notwithstanding anything to the contrary set forth herein, no Incremental Term Loans shall be drawn until the Additional Financing Event Condition shall have been satisfied, (dv) shall not have a weighted average life that is shorter than that of such pricing as may be agreed by the then-remaining Term Loans, (e) shall accrue interest at a rate determined at Borrower and the time the commitments to provide Persons providing such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (fvi) shall, except as set forth above, have terms identical to and otherwise be treated hereunder no more favorably than the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Tranche A Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause and shall offer each Lender the opportunity to offer a commitment (ithe "Incremental Commitment") to provide Incremental Term Loans ---------------------- by giving written notice of such offered commitment to the Administrative Agent and the Borrower within a time period (the "Offer Period") to be ------------ specified in the Borrower's notice; provided, however, that no existing -------- ------- Lender will be obligated to subscribe for any portion of such commitments. In the event that, at the expiration of the fourth preceding sentenceOffer Period, and (2) Lenders shall have provided commitments in an aggregate amount less than the proposed terms total amount of the Incremental Term Loans requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial institutions (or, if applicable, any such bank or other financial institution being called an "Additional Lender") to extend commitments to provide Incremental Term ----------------- Loans in an aggregate amount equal to the unsubscribed amount; provided -------- that each Additional Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld); and provided further that the US Borrower wishes that Additional Lenders shall be offered the ---------------- opportunity to provide the Incremental Term Loans constitute additional Term Loans which shall have only on terms identical previously offered to the existing Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Term Loans)Loans shall become Commitments under this Agreement pursuant to an Incremental Facility Amendment executed by each of the Borrower, Holdings, each Subsidiary that is party to a Subsidiary Guarantee, if any, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to (A) the satisfaction on the date thereof and, if different, on the date on which the Incremental Term Loans are made, of each of the conditions set forth in Section 6.3 and (B) the receipt by the Administrative Agent of opinions of counsel to the Borrower, addressed to the Lenders and the Administrative Agent and dated the date of the Incremental Facility Amendment, from counsel, and in form and substance, satisfactory to the Administrative Agent.

Incremental Term Loans. (a) The US Borrower may at any timetime or from time to time after the Restatement Date, by notice to the Administrative Agent (which whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (each, an the “Incremental Term LoanLoans”); provided, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (A) no Default or Event of Default shall have occurred and be continuingexist, (Bii) the Total Leverage Ratio Borrower shall be in compliance with the Financial Performance Covenants determined on a Pro Forma Basis pro forma basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, including giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans and the application of the proceeds therefrom, thereof) as of the last day of the most recently ended fiscal quarter of the Borrower as if such Incremental Term Loans had been outstanding (and such proceeds had been applied) on the last day of such fiscal quarter of the Borrower for testing compliance therewith (and, for purposes of Section 6.11, as if such Incremental Term Loans had been outstanding during the period of four consecutive fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00Borrower then ended and such proceeds had been applied at the beginning of such period), (Ciii) the US Borrower shall be in compliance, on a Pro Forma Basis Secured Leverage Ratio (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of such requested Incremental Term Loans and the application of the proceeds therefrom, with thereof) shall not exceed the lesser of (A) the ratio set forth in Section 7.09 and Section 7.10 6.12 as of this Agreement computed as if such Indebtedness had been outstanding during the last day of the most recently ended period of four consecutive fiscal quarters quarter of the US Borrower, which, for this purpose, shall be deemed reduced by 0.50, and (DB) 3.0; provided that up to $50,000,000 of the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and may be borrowed without compliance with this clause (Eiii), (iv) the US Borrower has shall have delivered a certificate certifying as to clauses (i), (ii) and, if applicable, (iii) to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) aboveAgent, together with all relevant calculations related thereto; , (v) after giving effect thereto, the Collateral and Guaranty Requirement shall have been satisfied, (iivi) the US Borrower shall promptly after the US Borrower receives the net proceeds from the incurrence of any Incremental Term Loans incurred at a time the Secured Leverage Ratio test in clause (iii) would not have been met shall be used by the Borrower and its Subsidiaries for Capital Expenditures only and (vii) after giving effect to such requested Incremental Term Loans and the application of the proceeds thereof, the aggregate principal amount of all Term Loans, pay Dividends Revolving Facility Commitments and Incremental Secured Debt shall not exceed the amount permitted by the Consulting Intercreditor Agreement. Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $50,000,000 and be in an integral multiple of $1,000,000. Notwithstanding anything to Holdings (andthe contrary herein, at the option aggregate principal amount of the US Borrower, related transaction costs) with such proceeds and Holdings Incremental Secured Debt shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv)not exceed $150,000,000. The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, payment and of security and guarantees with the Revolving Loans and the Term Loans, (cb) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (dc) below, have amortization prior to such date), (dc) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at weighted average life of the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (fd) shall, except as set forth above, have terms identical to and shall be treated substantially the same as (and in any event no more favorably than) the Term Loans for all purposes of the Credit Documents (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans maturing after the Term Loan Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Term Loans, provided further that (i) if the Applicable Rate Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term LoanLoans) relating to any Incremental Term Loan Loans exceeds the Applicable Rate Margin (which, for such purposes only, shall be deemed not to include any all upfront or similar fees or original issue discount payable to all Lenders providing the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.500.25%, then the Applicable Rate Margin relating to the Term Loans shall be adjusted to be equal to the Applicable Rate Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.500.25%. In lieu of requesting an additional tranche of term loans, Each notice from the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical pursuant to the existing Term Loans. Such notice this Section shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender or by any other bank or other financial institution (orany such other bank or other financial institution being called an “Additional Lender”), if applicable, provided that the US Borrower wishes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans constitute additional if such consent would be required under Section 9.04(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans which shall have terms identical become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the existing satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. No more than four Incremental Facility Closing Dates may be selected by the Borrower. No Lender shall be obligated to provide any Incremental Term Loans)Loans unless it so agrees.

Incremental Term Loans. (a) The US Borrower may Company shall have the right, at any time, time and from time to time after the Closing Date by written notice to and in consultation with the Administrative Agent Agent, to request commitments (which shall promptly deliver a copy to each of the Lenders), request one or more “Incremental Term Loan Commitments”) for additional tranches of term loans (each, an “Incremental Term Loan,” and collectively, the “Incremental Term Loans”) from existing Lenders, one or more Persons that are not already Lenders (each, an “Additional Term Lender”), or a combination thereof; provided, provided that (i) at the time that any such request for Incremental Term Loan is made Loans shall be in a minimum amount of $25,000,000, (and ii) immediately after giving effect theretoto the making of any Incremental Term Loans, the aggregate of all Revolving Credit Commitment Increases effected and Incremental Term Loans made after the Closing Date shall not exceed $75,000,000 (without regard to any repayment of Incremental Term Loans), (Aiii) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio continuing on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test PeriodIncremental Term Loan Effective Date (as hereinafter defined) or shall result from the making of any Incremental Term Loans, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basisand (iv) immediately after giving effect to the incurrence making of the any Incremental Term Loans and the application of the proceeds therefromthereof, as of the last day of Company shall be in compliance with the financial covenants contained in Article VII, such compliance determined with regard to calculations made on a pro forma basis for the most recently ended four fiscal quarters of Reference Period for which the US BorrowerAdministrative Agent and the Lenders have received financial statements and a Compliance Certificate, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of as if such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during made on the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds first day of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loansperiod. Such notice from the Company shall set forth (1) specify the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the . All Incremental Term Loans (or, if applicable, that made on the US Borrower wishes that the same day shall be deemed to be a separate “Series” of Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans).

Incremental Term Loans. (a) The US Borrower may at any time, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (each, an “Incremental Term Loan”); provided, that (i) at the time that any such Incremental Term Loan is made (and after giving effect thereto), (A) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans and the application of the proceeds therefrom, as of the last day of the most recently ended period of four fiscal quarters of the US Borrower, the Total Leverage Ratio on a Pro Forma Basis shall not exceed 4.25 4.50 to 1.001.00 and the Senior Secured Leverage Ratio on a Pro Forma Basis shall not exceed 2.50 to 1.00 (such calculations to include, in each case, to the extent any Permitted Acquisition, any acquisition permitted under Section 7.02(t) or Subsidiary Redesignation has occurred during such period of four fiscal quarters, giving effect thereto on a Pro Forma Basis) , (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation thereto on a Pro Forma Basis) after giving effect to the incurrence of such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower Borrower, and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall shall, promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term LoansLoans (and in any event no later than 120 days after such receipt of proceeds), pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with utilize such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings US Borrower 2019 Notes or Permitted Holdings Subordinated / Senior Refinancing Indebtedness in respect thereof in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans).with

Incremental Term Loans. (a) The US Borrower may at any time, by written notice to the Administrative Agent (which shall promptly deliver a copy elect to each request the establishment of the Lenders), request one or more additional tranches New Tranche B Term Loan commitments (the “New Tranche B Term Loan Commitments”), in an aggregate amount for all such New Tranche B Term Loan Commitments not in excess of term loans $300,000,000. Each such notice shall specify the date (each, an “Incremental Increased Amount Date”) on which the Borrower proposes that the New Tranche B Term Loan”Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent; provided that the Borrower shall first offer the Lenders to provide all of the New Tranche B Term Loan Commitments prior to offering any other Person that is an eligible assignee pursuant to Section 13.6(b); providedprovided further that any Lender offered or approached to provide all or a portion of the New Tranche B Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Tranche B Term Loan Commitment. Such New Tranche B Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) at the time that any such Incremental Term Loan is made (and after giving effect thereto), (A1) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio exist on a Pro Forma Basis (including, to the extent any Permitted Acquisition such Increased Amount Date before or Subsidiary Redesignation has occurred during the applicable Test Period, after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma BasisNew Tranche B Term Loan Commitments and to the making of any Series of New Tranche B Term Loans pursuant thereto, as applicable; (2) both before and after giving effect to the incurrence making of any Series of New Tranche B Term Loans, each of the Incremental Term Loans conditions set forth in Section 7 shall be satisfied; (3) Holdings, the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the application of the proceeds therefrom, covenants set forth in Sections 10.9 and 10.10 as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, quarter after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma BasisNew Tranche B Term Loan Commitments and any Investment to be consummated in connection therewith; (4) after giving effect the New Tranche B Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the incurrence of such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate and one or more New Tranche B Loan Lenders, and each of which shall be recorded in the Register and shall be subject to the effect requirements set forth in clauses Section 5.4(b); (A)5) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Tranche B Term Loan Commitments, (B), (C) and (D) above, together with all relevant calculations related theretoas applicable; and (ii6) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of deliver or cause to be delivered any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) legal opinions or other documents reasonably requested by Administrative Agent in connection with any such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv)transaction. The Incremental Any New Tranche B Term Loans (a) shall be in made on an aggregate principal amount not in excess of $325,000,000 (less Increased Amount Date that have terms and provisions that differ from Tranche B Term Loans outstanding on the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to date on which such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental New Tranche B Term Loans are obtained made shall be designated as a separate series (it being understood that the Incremental Term Loans may be priced differently from the Term Loansa “Series”) and (f) shall, except as set forth above, have terms identical to and be treated the same as the of Tranche B Term Loans for all purposes of this Agreement. On any Increased Amount Date on which any New Tranche B Term Loan Commitments of any Series are effective, subject to the Credit Documents satisfaction of the foregoing terms and conditions, (including i) each Lender with a New Tranche B Term Loan Commitment (each, a “New Tranche B Loan Lender”) of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to mandatory the New Term Loan Commitment of such Series and voluntary prepayments)the New Tranche B Term Loans of such Series made pursuant thereto. The terms and provisions of the New Tranche B Term Loans and New Tranche B Term Loan Commitments of any Series shall be, provided except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans; provided, however, that if (i) the Applicable Rate (which, for such purposes only, applicable New Tranche B Term Loan Maturity Date of each Series shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds no shorter than the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to final maturity of the Lenders of Term Loans) relating to the Tranche B Term Loans immediately prior , (ii) the average life to the effectiveness maturity of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the any New Tranche B Term Loans shall be adjusted no shorter than the average life to be equal maturity of the Term Loans and (iii) the rate of interest applicable to the Applicable Rate New Term Tranche B Term Loans of each Series and, subject to the foregoing clause (which, for such purposes onlyii) the schedule of required repayments of principal thereof, shall be deemed to include all upfront or similar fees or original issue discount payable to all determined by the Borrower and the applicable new Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%and shall be set forth in each applicable Joinder Agreement. In lieu of requesting an additional tranche of term loans, the US Borrower Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) opinion of the fourth preceding sentenceAdministrative Agent, and (2) to effect the proposed terms provision of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans)this Section 2.15.

Incremental Term Loans. (a) The US On or prior to February 2, ----------------------- 2001, the Borrower may at any timemay, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request one or more additional tranches the addition of a new tranche of term loans (each, an “the "Incremental Term Loan”Loans"); provided, however, that (i) ---------------------- ------- both at the time that of any such request and after giving effect to any such Incremental Term Loan is made (and after giving effect thereto)Loans, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans exist and the application of the proceeds therefrom, as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of such Incremental Term Loans and the application of the proceeds therefrom, Compliance with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv)each financial covenant. The Incremental Term Loans shall (ai) shall be in an aggregate principal amount not in excess of $325,000,000 (150,000,000 less the aggregate principal amount of Additional Senior any outstanding Subordinated Notes issued pursuant to Debt permitted by Section 7.04(o)6.01(a)(iii), (bii) shall rank pari passu in right of payment, payment and of security and guarantees ---- ----- with the Revolving other Loans, (iii) not be available unless the Tranche C Term Loans and are fully drawn, (iv) mature not earlier than the date that is six months subsequent to the Tranche B Maturity Date, (v) have a longer average weighted life than the Tranche B Term Loans, (cvi) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization be drawn on or prior to such date)February 2, 2001, (dvii) shall not have a weighted average life that is shorter than that of such pricing as may be agreed by the then-remaining Term Loans, (e) shall accrue interest at a rate determined at Borrower and the time the commitments to provide Persons providing such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (fviii) shall, except as set forth above, have terms identical to and otherwise be treated hereunder no more favorably than the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Tranche B Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause and shall offer each Lender the opportunity to offer a commitment (ithe "Incremental Commitment") to provide Incremental Term Loans by ---------------------- giving written notice of such offered commitment to the Administrative Agent and the Borrower within a time period (the "Offer Period") to be specified in the Borrower's notice; provided, however, that no existing Lender will be obligated -------- ------- to subscribe for any portion of such commitments. In the event that, at the expiration of the fourth preceding sentenceOffer Period, and (2) Lenders shall have provided commitments in an aggregate amount less than the proposed terms total amount of the Incremental Term Loans requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial institutions (or, if applicable, any such bank or other financial institution being called an "Additional Lender") to extend commitments to ------------------ provide Incremental Term Loans in an aggregate amount equal to the unsubscribed amount; provided that each Additional Lender shall be subject to the approval of -------- the Administrative Agent (which approval shall not be unreasonably withheld); and provided further that the US Borrower wishes that Additional Lenders shall be offered the -------- ------- opportunity to provide the Incremental Term Loans constitute additional Term Loans which shall have only on terms identical previously offered to the existing Lenders pursuant to the immediately preceding sentence. Commitments in respect of Incremental Term Loans)Loans shall become Commitments under this Agreement pursuant to an Incremental Facility Amendment executed by each of the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof and, if different, on the date on which the Incremental Term Loans are made, of each of the conditions set forth in Section 4.02.

Incremental Term Loans. (a) The US Borrower may at any time, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request one or more an additional tranches tranche of term loans (each, an “Incremental Term Loan”the "INCREMENTAL TERM LOANS"); providedPROVIDED, that (ix) at the time that any such Incremental Term Loan is made (and after giving effect thereto), (Ai) no Default or Event of Default shall have occurred and be continuing, (Bii) the Total Adjusted Senior Leverage Ratio Ratio, on a Pro Forma Basis pro forma basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans (and any additional incurrence of Subordinated Repurchase Indebtedness in connection with a Permitted Dividend to the extent not otherwise reflected on the balance sheet of the US Borrower as of the last day of the most recently ended four fiscal quarters) and the application of the proceeds therefrom, as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 2.00 to 1.00, (Ciii) the US Borrower shall be in compliance, on a Pro Forma Basis pro forma basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of such the Incremental Term Loans (and any additional incurrence of Subordinated Repurchase Indebtedness in connection with a Permitted Dividend to the extent not otherwise reflected on the balance sheet of the US Borrower as of the last day of the most recently ended four fiscal quarters) and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this the Credit Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (Div) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower Borrower, and (Ev) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (Ai), (Bii), (Ciii) and (Div) above, together with all relevant calculations related thereto; and (iiy) the US Borrower shall promptly after shall, within five Business Days of the date on which the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Permitted US Borrower Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends Permitted Dividend to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans).pay

Incremental Term Loans. (a) The US Borrower may may, at any timetime prior to the Term Maturity Date, subject to the terms and conditions set forth herein, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the LendersLender), request one or more additional tranches of term loans (each, an “Incremental Term Loan”)) from one or more lenders, which may include any existing Lender; provided, provided that (i) the aggregate amount of Incremental Term Loans made at any time pursuant to this Section shall in no event exceed the time that any such Incremental Term Loan is made (and after giving effect thereto)Amount at such time; provided further that each Incremental Term Loan Lender, (A) no Default or Event of Default if not already a Lender hereunder, shall have occurred and be continuing, (B) the Total Leverage Ratio on a Pro Forma Basis (including, subject to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence approval of the Incremental Term Loans and the application of the proceeds therefrom, as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to and the effect set forth in clauses Borrower (A), (B), (Cwhich approvals shall not be unreasonably withheld) and shall become a Lender under this Agreement pursuant to an Incremental Facility Amendment referred to in paragraph (Dc) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any below. Any Incremental Term Loans, pay Dividends to Holdings Loan (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (bi) shall rank pari passu in right of payment, security payment and guarantees rights in respect of the Collateral and the Guarantees under the Collateral Agreement with the Revolving Loans and the Term Loans, (cii) shall not mature earlier than be in a multiple of $5,000,000 and a minimum amount of $25,000,000 (or in an amount equal to the remaining Incremental Term Loan Maturity Date Amount) and (but mayiii) other than terms relating to maturity, subject amortization and pricing, shall have the same terms (including rights with respect to clause (dvoluntary and mandatory prepayments) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from as the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), ; provided that (A) if the rate of interest (which, for such purpose only, shall be deemed to include all upfront or similar fees or original issue discount) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes purpose only, shall be deemed to include all upfront or similar fees or original issue discount payable to all the Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%0.25% per annum (determined, then in the case of upfront fees or original issue discount, on the basis of the original weighted average life to maturity of the Term Loans and the Incremental Term Loan), the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) rate of interest relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Loan minus 0.25% per annum and (B) each Incremental Term Loan shall have a final maturity date not earlier than the Term Maturity Date and scheduled quarterly amortization, expressed as a percentage of principal, not greater for any quarter than the scheduled amortization of the Term Loans which shall have terms identical to the existing Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans)for such quarter.

Incremental Term Loans. (a) The US Borrower may at any time, by written notice to the Administrative Agent Agent, up to four (which shall promptly deliver a copy 4) times during the term of this Agreement, elect to each of the Lenders), request establish one or more additional tranches of new term loans loan commitments (the “New Term Loan Commitments”), in an aggregate amount equal to $250,000,000. Each such notice shall specify (A) the date (each, an “Incremental Increased Amount Date”) on which the New Term LoanLoan Commitments shall be effective, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Agent, (B) the amount of such New Term Loan Commitments, which must be at least $25,000,000, and (C) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”)) to whom such New Term Loan Commitments shall be allocated and the amounts of such allocations; provided, that (i) at the time provided that any such Incremental Lender approached to provide all or a portion of the New Term Loan is made (Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that, both before and after giving effect thereto), to such New Term Loan Commitments (A1) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio exist on a Pro Forma Basis (including, to the extent any Permitted Acquisition such Increased Amount Date before or Subsidiary Redesignation has occurred during the applicable Test Period, after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma BasisNew Term Loan Commitments, as applicable; (2) both before and after giving effect to the incurrence making of any New Term Loans, each of the Incremental Term Loans and conditions set forth in Section 5.2 shall be satisfied; (3) the application of Borrower shall be in pro forma compliance with the proceeds therefrom, covenants set forth in Section 9.1 as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on quarter for which a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation Compliance Certificate has occurred during the applicable Test Period, been delivered after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Borrower, the New Term Loan Lender and the Agent, and each of which shall be recorded A/75663178.5 in the Register; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. On any Increased Amount Date on a Pro Forma Basis) after giving effect which any New Term Loan Commitments are effective, subject to the incurrence of such Incremental Term Loans and the application satisfaction of the proceeds therefrom, with Section 7.09 foregoing terms and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrowerconditions, (Di) the incurrence of any such Incremental each New Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered Loan Lender shall make a Loan to the Administrative Agent Borrower (a certificate “New Term Loan”) in an amount equal to the effect set forth in clauses (A)its New Term Loan Commitment, (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the each New Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) Lender shall not have become a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including Lender hereunder with respect to mandatory the New Term Loan Commitment and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, New Term Loans made pursuant thereto. The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof the New Term Loan Commitments and the New Term Loan Lenders. The terms and provisions of the New Term Loans and New Term Loan Commitments shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice In any event, the upfront fees applicable to the New Term Loans shall be determined by the Borrower and the applicable New Term Loan Lenders and shall be set forth (1) in each applicable Additional Credit Extension Amendment. Each Additional Credit Extension Amendment may, without the requested amount consent of Incremental Term Loansany other Lenders, together with all relevant calculations confirming compliance with sub-clause (i) effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the fourth preceding sentence, and (2) Agent to effect the proposed terms provision of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans)this Section 2.14.

Incremental Term Loans. (a) The US Borrower may at On up to one occasion after the Closing Date so long as no Indebtedness in respect of any timePermitted Take-Out Financing has been incurred, subject to the terms and conditions set forth herein, the Borrowers may, by notice to the Administrative Agent (which whereupon the Administrative Agent shall promptly deliver a copy make available to each of the Lenders), request to effect one or more additional tranches of term loans hereunder (eachany such term loan, an “Incremental Term Loan”)) from one or more Lenders or Eligible Assignees (each an “Incremental Term Lender”) that are reasonably satisfactory to the Administrative Agent in a minimum aggregate principal amount of $200,000,000 and in an aggregate principal amount not to exceed $900,000,000; provided, provided that (i) at the time that any of such request and upon the effectiveness of the Increase Joinder with respect to the Incremental Term Loan is made (and after giving effect thereto), Loans (A) no Default or Event of Default shall have occurred and be continuingcontinuing or would result therefrom, (B) the Total Leverage Ratio on a Pro Forma Basis (including, to the extent maturity date of any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans shall not be earlier than 91 days after the latest Maturity Date at the time such Incremental Term Loan is established and the application such Incremental Term Loans shall not have per annum amortization prior to final maturity in excess of 1% of the proceeds therefrom, as of the last day of the most recently ended four fiscal quarters of the US Borrower, shall not exceed 4.25 to 1.00original principal amount thereof, (C) the US Borrower shall be in compliancepricing, on a Pro Forma Basis interest rate margins, rate floors, fees, premiums, funding discounts and, subject to clause (includingB), to the extent maturity and amortization schedule for any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of such Incremental Term Loans shall be determined by the Lead Borrower and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US BorrowerIncremental Term Lenders, (D) (i) the incurrence of any such Incremental Term Loans has been duly authorized shall be secured solely by the US Borrower Collateral with the priority specified in the proviso to Section 8.03 and (ii) no Incremental Loans shall be guaranteed by entities other than the Guarantors and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) Increase Joinder may include additional restrictions on Dispositions of and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Liens on Incremental Term Loan exceeds Priority Collateral and provisions for mandatory prepayments from the Applicable Rate net cash proceeds of dispositions (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders including in connection with casualty events and governmental takings) of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%Priority Collateral, then the Applicable Rate relating on terms reasonably satisfactory to the Term Loans shall be adjusted to be equal to Lead Borrower and the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans)Administrative Agent.

Incremental Term Loans. (a) The US Borrower may at any timetime or from time to time after the Restatement Date, by notice to the Administrative Agent (which whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (each, an the “Incremental Term LoanLoans”); provided, provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (A) no Default or Event of Default shall have occurred and be continuingexist, (Bii) the Total Leverage Ratio Borrower shall be in compliance with the Financial Performance Covenants determined on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans and the application of the proceeds therefrom, pro forma basis as of the last day of the most recently ended four fiscal quarters quarter of the US Borrower, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of as if such Incremental Term Loans and had been outstanding on the application last day of such fiscal quarter of the proceeds therefromBorrower for testing compliance therewith (and, with for purposes of Section 7.09 and Section 7.10 of this Agreement computed 6.11, as if such Indebtedness Incremental Term Loans had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US BorrowerBorrower then ended), (Diii) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower shall have delivered a certificate certifying as to clauses (i) and (Eii) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) aboveAgent, together with all relevant calculations related thereto; thereto and (iiiv) after giving effect thereto, the US Borrower Collateral and Guaranty Requirement shall promptly after the US Borrower receives the proceeds from the incurrence have been satisfied. Each tranche of any Incremental Term LoansLoans shall be in an aggregate principal amount that is not less than $50,000,000 and be in an integral multiple of $1,000,000. Notwithstanding anything to the contrary herein, pay Dividends to Holdings (and, at the option aggregate amount of the US Borrower, related transaction costs) with such proceeds and Holdings Incremental Term Loans shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv)not exceed $200,000,000. The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, payment and of security and guarantees with the Revolving Loans and the Term Loans, (cb) shall not mature earlier than the date falling six months after the Term Loan Maturity Date (but may, subject to clause (dc) below, have amortization prior to such date), (dc) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at weighted average life of the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (fd) shall, except as set forth above, have terms identical to and shall be treated substantially the same as (and in any event no more favorably than) the Term Loans for all purposes of the Credit Documents (in each case, including with respect to mandatory and voluntary prepayments), provided that (i) the terms and conditions applicable to Incremental Term Loans maturing after the Term Loan Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Term Loan Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Term Loans, provided further that (i) if the Applicable Rate Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term LoanLoans) relating to any Incremental Term Loan Loans exceeds the Applicable Rate Margin (which, for such purposes only, shall be deemed not to include any all upfront or similar fees or original issue discount payable to all Lenders providing the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.500.25%, then the Applicable Rate Margin relating to the Term Loans shall be adjusted to be equal to the Applicable Rate Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.500.25%. In lieu of requesting an additional tranche of term loans, Each notice from the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical pursuant to the existing Term Loans. Such notice this Section shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any existing Lender or by any other bank or other financial institution (orany such other bank or other financial institution being called an “Additional Lender”), if applicable, provided that the US Borrower wishes that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans constitute additional if such consent would be required under Section 9.04(b) for an assignment of Loans to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans which shall have terms identical become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Amendment shall be subject to the existing satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.01 (it being understood that all references to “the date of such Borrowing” in such Section 4.01 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. No more than four Incremental Facility Closing Dates may be selected by the Borrower. No Lender shall be obligated to provide any Incremental Term Loans)Loans unless it so agrees.

Incremental Term Loans. (a) The US Borrower may shall have the right, at any time, time and from time to time after the Closing Date by written notice to and in consultation with the Administrative Agent Agent, to request commitments (which shall promptly deliver a copy to each of the Lenders), request one or more “Incremental Term Loan Commitments”) for additional tranches of term loans (each, an “Incremental Term Loan,” and collectively, the “Incremental Term Loans”) from existing Lenders, one or more Persons that are not already Lenders (each, an “Additional Term Lender”), 57 or a combination thereof; provided, provided that (i) at the time that any such request for Incremental Term Loan is made Loans shall be in a minimum amount of $25,000,000, (and ii) immediately after giving effect theretoto the making of any Incremental Term Loans, the aggregate of all Revolving Credit Commitment Increases effected and Incremental Term Loans made after the Closing Date shall not exceed $75,000,000 (without regard to any repayment of Incremental Term Loans), (Aiii) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio continuing on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test PeriodIncremental Term Loan Effective Date (as hereinafter defined) or shall result from the making of any Incremental Term Loans, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basisand (iv) immediately after giving effect to the incurrence making of the any Incremental Term Loans and the application of the proceeds therefromthereof, as of the last day of Borrower shall be in compliance with the financial covenants contained in Article VII, such compliance determined with regard to calculations made on a pro forma basis for the most recently ended four fiscal quarters of Reference Period for which the US BorrowerAdministrative Agent and the Lenders have received financial statements and a Compliance Certificate, shall not exceed 4.25 to 1.00, (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of as if such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during made on the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds first day of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv). The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 (less the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loansperiod. Such notice from the Borrower shall set forth (1) specify the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentence, and (2) the proposed terms of the . All Incremental Term Loans (or, if applicable, that made on the US Borrower wishes that the same day shall be deemed to be a separate “Series” of Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans).

Incremental Term Loans. (a) The US Borrower may at any time, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (each, an “Incremental Term Loan”); provided, that (i) at the time that any such Incremental Term Loan is made (and after giving effect thereto), (A) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of the Incremental Term Loans and the application of the proceeds therefrom, as of the last day of the most recently ended period of four fiscal quarters of the US Borrower, the Total Leverage Ratio on a Pro Forma Basis shall not exceed 4.25 4.50 to 1.001.00 and the Senior Secured Leverage Ratio on a Pro Forma Basis shall not exceed 2.50 to 1.00 (such calculations to include, in each case, to the extent any Permitted Acquisition, any acquisition permitted under Section 7.02(t) or Subsidiary Redesignation has occurred during such period of four fiscal quarters, giving effect thereto on a Pro Forma Basis), (C) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation thereto on a Pro Forma Basis) after giving effect to the incurrence of such Incremental Term Loans and the application of the proceeds therefrom, with Section 7.09 and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower Borrower, and (E) the US Borrower has delivered to the Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) above, together with all relevant calculations related thereto; and (ii) the US Borrower shall shall, promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term LoansLoans (and in any event no later than 120 days after such receipt of proceeds), pay Dividends utilize such proceeds to Holdings redeem, repurchase or repay US Borrower 2019 Notes or Permitted Subordinated / Senior Refinancing Indebtedness in respect thereof in accordance with Section 7.12(a)(iv) (and, at the option of the US Borrower, pay related transaction costs), or finance any Permitted Acquisition, any acquisition permitted under Section 7.02(t) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv)for other general corporate purposes. The Incremental Term Loans (a) shall be in an aggregate principal amount not in excess of $325,000,000 400,000,000 (less plus the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to all voluntary prepayments of Term Loans made after the 2010 Restatement Effective Date under Section 7.04(o)2.11, other than voluntary prepayments constituting ECF Prepayment Credits), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Tranche D Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to such date), (d) shall not have a weighted average life that is shorter than that of any Tranche of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental Term Loans are obtained (it being understood that the Incremental Term Loans may be priced differently from the Term Loans) and (f) shall, except as set forth above, have terms identical to and be treated the same as the Tranche D Term Loans for all purposes of the Credit Documents (including with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating to the Term Loans immediately prior to the effectiveness of the applicable Incremental Term Loan Amendment by more than 0.50%, then the Applicable Rate relating to the Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%. In lieu of requesting an additional tranche of term loans, the US Borrower may, in such notice, request that the Incremental Term Loans constitute additional Tranche D Term Loans which shall have terms identical to the existing Tranche D Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) of the fourth preceding sentencethis Section 2.23(a), and (2) the proposed terms of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Tranche D Term Loans which shall have terms identical to the existing Tranche D Term Loans).

Incremental Term Loans. (a) The US Borrower may at any time, by written notice to the Administrative Agent (which shall promptly deliver a copy elect to each request the establishment of the Lenders), request one or more additional tranches New US Term Loan commitments (the “New US Term Loan Commitments”), in an aggregate amount for all such New US Term Loan Commitments not in excess of term loans the difference of (x) $300,000,000 minus (y) the aggregate amount of New Canadian Term Loan Commitments. The Canadian Borrower may by written notice to the Canadian Administrative Agent elect to request the establishment of one or more New Canadian Term Loan commitments (the “New Canadian Term Loan Commitments”), in an aggregate amount for all such New Term Loan Commitments not in excess of the difference of (x) $300,000,000 minus (y) the aggregate amount of New US Term Loan Commitments. Each such notice shall specify the date (each, an “Incremental Increased Amount Date”) on which the US Borrower or the Canadian Borrower, as the case may be, proposes that the New Term Loan”Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Administrative Agent; provided that the US Borrower or the Canadian Borrower, as the case may be, shall first offer the Lenders the opportunity to provide all of such New Term Loan Commitments prior to offering to any other Person that is an eligible assignee pursuant to Section 13.6(b); providedprovided further 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 (i) at the time that any such Incremental Term Loan is made (and after giving effect thereto), (A1) no Default or Event of Default shall have occurred and be continuing, (B) the Total Leverage Ratio exist on a Pro Forma Basis (including, to the extent any Permitted Acquisition such Increased Amount Date before or Subsidiary Redesignation has occurred during the applicable Test Period, after giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma BasisNew Term Loan Commitments and to the making of any Series of New Term Loans pursuant thereto, as applicable; (2) both before and after giving effect to the incurrence making of any Series of New Term Loans, each of the Incremental Term Loans conditions set forth in Section 7 shall be satisfied; (3) the Borrowers and their Restricted Subsidiaries shall be in pro forma compliance with the application of the proceeds therefrom, covenants set forth in Sections 10.9 and 10.10 as of the last day of the most recently ended four fiscal quarter after giving effect to such New Term Loan Commitments and any Investment to be consummated in connection therewith; (provided that with respect to New Term Loan Commitments to be established during the first three fiscal quarters of 2005, pro forma compliance with the US Borrower, covenants set forth in Sections 10.9 and 10.10 shall mean (x) a Consolidated Total Debt to Consolidated EBITDA Ratio of not exceed 4.25 greater than 7.90 to 1.00 and (y) a Consolidated EBITDA to Consolidated Interest Expense Ratio of not less than 1.50 to 1.00); (4) such New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrowers, the Administrative Agent and one or more New Term Loan Lenders, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 5.4(b); (C5) the US Borrower shall be in compliance, on a Pro Forma Basis (including, to the extent any Permitted Acquisition or Subsidiary Redesignation has occurred during the applicable Test Period, giving effect to such Permitted Acquisition and/or Subsidiary Redesignation on a Pro Forma Basis) after giving effect to the incurrence of such Incremental Term Loans and the application of Canadian Borrower shall make any payments required pursuant to Section 2.11 in connection with the proceeds therefromNew Term Loan Commitments, with Section 7.09 as applicable; and Section 7.10 of this Agreement computed as if such Indebtedness had been outstanding during the most recently ended period of four consecutive fiscal quarters of the US Borrower, (D6) the incurrence of any such Incremental Term Loans has been duly authorized by the US Borrower and (E) the US Canadian Borrower has shall deliver or cause to be delivered to the any legal opinions or other documents reasonably requested by Administrative Agent a certificate to the effect set forth in clauses (A), (B), (C) and (D) above, together connection with all relevant calculations related thereto; and (ii) the US Borrower shall promptly after the US Borrower receives the proceeds from the incurrence of any Incremental Term Loans, pay Dividends to Holdings (and, at the option of the US Borrower, related transaction costs) with such proceeds and Holdings shall promptly thereafter utilize the proceeds of such Dividends to redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv)transaction. The Incremental Any New Term Loans (a) shall be in made on an aggregate principal amount not in excess of $325,000,000 (less Increased Amount Date that have terms and provisions that differ from Term Loans outstanding on the aggregate principal amount of Additional Senior Subordinated Notes issued pursuant to Section 7.04(o)), (b) shall rank pari passu in right of payment, security and guarantees with the Revolving Loans and the Term Loans, (c) shall not mature earlier than the Term Loan Maturity Date (but may, subject to clause (d) below, have amortization prior to date on which such date), (d) shall not have a weighted average life that is shorter than that of the then-remaining Term Loans, (e) shall accrue interest at a rate determined at the time the commitments to provide such Incremental New Term Loans are obtained made shall be designated as a separate series (it being understood that the Incremental Term Loans may be priced differently from the Term Loansa “Series”) and (f) shall, except as set forth above, have terms identical to and be treated the same as the of Term Loans for all purposes of this Agreement. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the Credit Documents satisfaction of the foregoing terms and conditions, (including i) each Lender with a New Term Loan Commitment (each, a “New Term Loan Lender”) of any Series shall make a Loan to the US Borrower and/or the Canadian Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to mandatory and voluntary prepayments), provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loan) relating to any Incremental New Term Loan exceeds Commitment of such Series and the Applicable Rate (whichNew Term Loans of such Series made pursuant thereto. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, for such purposes onlyexcept as otherwise set forth herein or in the Joinder Agreement, shall be deemed not to include any upfront or similar fees or original issue discount payable to the Lenders of Term Loans) relating identical to the Term Loans immediately prior to Loans; provided, however, that (i) the effectiveness applicable New Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the applicable Incremental Term Loan Amendment by more than 0.50%Loans, then (ii) as of the Applicable Rate relating Increased Amount Date, the average life to the maturity of any New Term Loans shall be adjusted no shorter than the average life to be equal maturity of the Term Loans and (iii) the rate of interest applicable to the Applicable Rate New Term Loans of each Series and, subject to the foregoing clause (whichii), for such purposes onlythe schedule of required repayments of principal thereof, shall be deemed to include all upfront or similar fees or original issue discount payable to all determined by the Borrowers and the applicable new Lenders providing such Incremental Term Loans) relating to such Incremental Term Loans minus 0.50%and shall be set forth in each applicable Joinder Agreement. In lieu of requesting an additional tranche of term loans, the US Borrower Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in such notice, request that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans. Such notice shall set forth (1) the requested amount of Incremental Term Loans, together with all relevant calculations confirming compliance with sub-clause (i) opinion of the fourth preceding sentenceAdministrative Agent, and (2) to effect the proposed terms provisions of the Incremental Term Loans (or, if applicable, that the US Borrower wishes that the Incremental Term Loans constitute additional Term Loans which shall have terms identical to the existing Term Loans)this Section 2.15.