Common use of Additional Commitments Clause in Contracts

Additional Commitments. The Borrower and the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b).

Additional Commitments. The Borrower (A) KECI may request that the Total Commitments be increased by the provision of additional commitments under the Facility (each such increase being a “Requested Additional Commitment”), by providing written notice to the Facility Agent (such notice being an “Additional Commitment Notice”) provided that, (i) the Additional Commitment Notice shall be delivered prior to the expiry of the Availability Period; (ii) the increase in and/or, as the case may be, assumption of Requested Additional Commitments is to take effect before the expiry of the Availability Period and the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an maximum aggregate amount of $350,000,000 without the consent Requested Additional Commitments (including all previous increases in and/or assumptions of Requested Additional Commitments) shall not exceed US$50,000,000; and (iii) no Event of Default is continuing or would arise as a result of the Lendersprovision of the Requested Additional Commitment; and (iv) the terms of the Requested Additional Commitment shall, subject however for all purposes of this Agreement, be treated pursuant to the satisfaction terms of each of this Agreement in the following terms and conditionssame manner as the existing Commitments. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of clause 3.2(A) above are fulfilled; and (ii) specify the date upon which the Requested Additional Commitment is anticipated to be made available to the knowledge Borrower (the “Additional Commitment Date”). (C) Upon receipt of any notice pursuant to clause 3.2(A) above, the Facility Agent shall promptly notify the Lenders of such request, and on or before the Additional Commitment Date, each Lender shall inform the Facility Agent of the amount in the Base Currency of the Requested Additional Commitment which it will make available on a committed basis (each a “Committed Additional Participation”). The Facility Agent shall promptly notify KECI of the details of each Committed Additional Participation. (D) If, on the Additional Commitment Date, the aggregate amount of the Committed Additional Participation is less than the Requested Additional Commitment, the Borrower may agree with any bank or financial institution which is not a Lender (each an “Additional Lender”) that they will participate in the Facility provided that: (i) any such Additional Lender agrees to become a Lender under this Agreement and make available a Commitment on the terms and conditions of this Agreement and the Borrower notifies the Facility Agent of the same, on or prior to the Additional Commitment Date; and (ii) KECI shall procure that on or prior to the Additional Commitment Date, such Additional Lender delivers a Lender Accession Notice in the form set out in Schedule 1 (The Original Lender) duly completed and signed on behalf of the Additional Lender and specifying its Committed Additional Participation to the Facility Agent. (E) Subject to the conditions in paragraphs (B) and (D) above being met, no Default or Event from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Committed Additional Participation for Utilisation under the Facility in accordance with the terms of Default this Agreement (as amended); (ii) the Committed Additional Participation shall exist rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Committed Additional Participation provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made, at the Borrower’s election, by the Facility Agent making utilisations from the Committed Additional Participation in priority to utilisations from Commitments under the Facility to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (F) Each Additional Lender shall become a party to the Finance Documents (and be continuing at entitled to share in the time Security created under the Security Documents in accordance with the terms of the Finance Documents) if such Additional Lender accedes to the Finance Documents in accordance with the Finance Documents. (G) Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lender and each Party agrees to be bound by such accession. The Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (H) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (and LC Issuing Bank) (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all (i) “know your customer” requirements or (ii) other similar checks required, in each case by law, regulation or the LC Issuing Bank’s mandatory internal policy (as consistently applied) regarding environmental issues, each in relation to the accession of such Additional Lender. (I) On the date that the Facility Agent executes a Lender Accession Notice: (i) the Additional Lender party to that Lender Accession Notice, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Commitment specified by it as its Committed Additional Participation; and (ii) that Additional Lender shall become a Party to this Agreement as a “Lender”. (J) Clause 21.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 3.2 in relation to an Additional Lender as if references in that clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) such increase shall occur only once;the “New Lender” were references to that “Additional Lender”; and (iii) such increase shall be allocated in the following order: (A) first, a “re-transfer” and “re-assignment” were references to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of respectively a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment “transfer” and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)“assignment”.

Additional Commitments. (a) The Borrower and the Agent shall have the right Company may at any time confirm that one or more Lenders or any other bank(s) (each an “Accordion Lender”) has agreed to make a one-time increase in the Revolving Committed Amount up to commit Additional Commitments by delivering an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Additional Commitment Notice to the satisfaction of Agent. (b) Each Additional Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each of the following terms Accordion Lender named therein and conditionsit specifies: (i) to the knowledge of date on which the Agent, no Default or Event of Default shall exist and be continuing at the time of such increaseAdditional Commitments are confirmed; (ii) such increase shall occur only once;the amount of the Additional Commitments; and (iii) such increase shall be the amount of the Additional Commitments allocated to each Accordion Lender named in the following orderAdditional Commitment Notice. (c) By countersigning the Additional Commitment Notice: (Ai) first, each Accordion Lender agrees to commit the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in Additional Commitments set out against its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lendersname; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (ivii) each Person providing Accordion Lender which is not already a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andLender, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon agrees to become a party hereto and have to this Agreement as a Lender. (d) An increase in the rights and obligations of a Lender Commitments under this Credit Agreement as more specifically provided Clause 2.3 shall take effect on the date specified in the New Additional Commitment AgreementNotice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent of the Additional Commitment Notice; and (vii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Accordion Lender. The Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender upon being so satisfied. (f) No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall promptly inform the Lenders of such receipt. (h) The Agent shall notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent Company and the Lenders shall make adjustments among of the Lenders with respect to the Revolving Loans outstanding hereunder and increased amounts of principal, interest, fees and other amounts paid or payable the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly Clause 2.3. (i) provide For the avoidance of doubt: (i) the Additional Commitments shall have the same terms (other than as to each Lender providing a new or increased Revolving Commitment (upon surrender of upfront arrangement and underwriting fees and conditions precedent) as the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) Facility; and (ii) provide to each Lender (upon surrender the upfront arrangement and underwriting fees in respect of the existing Competitive Note of such Lender Additional Commitments shall be set out in a separate Additional Commitment Fee Letter entered into by the case of an existing Lender) a Competitive Note in Company and the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (butrelevant Accordion Lender(s), in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees provided that no Accordion Lender shall be obligated to increase its Revolving Commitment pursuant offered or paid any fees on better terms than those which have been offered to the terms of this Section 3.4(b)Original Mandated Lead Arrangers.

Additional Commitments. (a) The Borrower and the Agent shall have the right Company may at any time confirm that one or more Lenders or any other bank(s) (each an “Accordion Lender”) has agreed to make a one-time increase in the Revolving Committed Amount up to commit Additional Commitments by delivering an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Additional Commitment Notice to the satisfaction of Agent. (b) Each Additional Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each of the following terms Accordion Lender named therein and conditionsit specifies: (i) to the knowledge of date on which the Agent, no Default or Event of Default shall exist and be continuing at the time of such increaseAdditional Commitments are confirmed; (ii) such increase shall occur only once;the amount of the Additional Commitments; and (iii) such increase shall be the amount of the Additional Commitments allocated to each Accordion Lender named in the following orderAdditional Commitment Notice. (c) By countersigning the Additional Commitment Notice: (Ai) first, each Accordion Lender agrees to commit the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in Additional Commitments set out against its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lendersname; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (ivii) each Person providing Accordion Lender which is not already a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andLender, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon agrees to become a party hereto and have to this Agreement as a Lender. (d) An increase in the rights and obligations of a Lender Commitments under this Credit Agreement as more specifically provided Clause 2.3 shall take effect on the date specified in the New Additional Commitment AgreementNotice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent of the Additional Commitment Notice; and (vii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Accordion Lender. The Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender upon being so satisfied. (f) No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall promptly inform the Lenders of such receipt. (h) The Agent shall notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent Company and the Lenders shall make adjustments among of the Lenders with respect to the Revolving Loans outstanding hereunder and increased amounts of principal, interest, fees and other amounts paid or payable the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly Clause 2.3. (i) provide For the avoidance of doubt: (i) the Additional Commitments shall have the same terms (other than as to each Lender providing a new or increased Revolving Commitment (upon surrender of upfront arrangement and underwriting fees and conditions precedent) as the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) Facility; and (ii) provide to each Lender (upon surrender the upfront arrangement and underwriting fees in respect of the existing Competitive Note of such Lender Additional Commitments shall be set out in a separate Additional Commitment Fee Letter entered into by the case of an existing Lender) a Competitive Note in Company and the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (butrelevant Accordion Lender(s), in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees provided that no Accordion Lender shall be obligated to increase its Revolving Commitment pursuant offered or paid any fees on better terms than those which have been offered to the terms of this Section 3.4(b)Mandated Lead Arrangers.

Additional Commitments. The Borrower and the Agent shall have the right at any time and from time to make a one-time increase in on or after the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) firstSecond Amendment Effective Date, to the existing Lenders consenting to agree with any Lender upon an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on Lender or to add as a pro rata basis according to the existing “Lender” with a new Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, another financial institution or "accredited investor" other entity (as defined in Regulation D each such Lender or other financial institution or entity, an “Additional Commitment Lender,” and each such Commitment, an “Additional Commitment”), provided that the aggregate amount of the Securities and Exchange Commission) reasonably acceptable to Additional Commitments obtained on or after the Agent Second Amendment Effective Date shall not exceed $250,000,000 and the Borrower; aggregate amount of the Extended Commitments (ivincluding any Additional Commitments) each Person providing a new shall not at any time exceed $1,000,000,000. Each Additional Commitment shall execute a New be an Extended Commitment Agreement substantially of the Additional Commitment Lender in the form of Schedule 3.4(bfull amount thereof, as such amount may be (a) hereto andreduced from time to time pursuant to Section 2.07 and (b) as to any Additional Lender or assignee thereof, upon reduced or increased from time to time pursuant to assignments by or to it pursuant to Section 9.04. Upon any Additional Commitment becoming effective, the Borrower shall borrow such execution Revolving Loans thereunder and the satisfaction make such prepayments of the other terms and conditions of this Section 3.4(b), Revolving Loans as may be required in order to make the outstanding Revolving Loans under such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Additional Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders ratable with respect to the Revolving Loans outstanding hereunder under the other Commitments, all in a manner as reasonably determined by the Administrative Agent in consultation with the Borrower and amounts of principalthe relevant Additional Commitment Lender, interestit being understood that such determinations may modify and supersede other provisions hereof as to requirements for notice, fees minimum amounts, Interest Periods and other amounts paid similar items, but any required prepayments shall in any event be subject to Section 2.15. The terms applicable to any Additional Commitment and the Revolving Loans hereunder shall be the same terms as are applicable to the Extended Commitments and the Extended Revolving Loans. Each Additional Commitment Lender shall enter into documentation reasonably satisfactory to the Borrower and the Administrative Agent to evidence and provide for its Additional Commitment. Any Additional Commitment Lender which is not a Lender shall be reasonably satisfactory to the Administrative Agent. In connection with any Additional Commitment Lender made after the Second Amendment Effective Date the Borrower may pay the relevant Additional Commitment Lender, directly or payable through the Administrative Agent, such fees with respect thereto as shall be necessary in order to reallocate among the Lenders it may agree with such outstanding amounts based on the new Additional Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b).

Additional Commitments. The Borrower and (A) KEL may notify the Facility Agent shall have (such notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to increase the right to make a one-time Total Commitments by the provision of additional commitments under the Facility (each such increase or, as the case may be, assumption in the Revolving Committed Amount up to commitments being an aggregate amount of $350,000,000 without the consent of the Lenders“Additional Commitment”), subject however to the satisfaction of each of the following terms and conditionsprovided that: (i) the Additional Commitment Notice shall be delivered prior to the knowledge expiry of the Agent, Availability Period; (ii) no Default or Event of Default is continuing or would arise as a result of the provision of the Additional Commitment; (iii) the terms of the Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to the terms of this Agreement in the same manner as the existing Commitments; and (iv) the Total Commitments will not exceed USD 300 million as a result of such Additional Commitment unless the Majority Lenders have provided their consent to an increase above USD 300 million. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of paragraph (A) above are fulfilled; and (ii) specify the date upon which the Additional Commitment is anticipated to be made available to the Borrowers (the “Additional Commitment Date”); and (C) In the event that an Additional Lender is not a Party to this Agreement, KEL shall exist procure that on or prior to the Additional Commitment Date, such Additional Lender delivers a Lender Accession Notice duly completed and signed on behalf of the Additional Lender and specifying its Additional Commitment to the Facility Agent. (D) Subject to the conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Commitment for Utilisation under the Facility in accordance with the terms of this Agreement (as amended); (ii) the Additional Commitment shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Additional Commitment provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made by a Borrower either: (a) making utilisations from the Additional Commitment within five Business Days of the relevant Additional Commitment Date in priority to utilisations from Commitments under the Facility or to effect a prepayment under the Facility to the existing Lenders (which amount may be redrawn by the Borrowers); or (b) making its first utilisation under the Additional Commitment on the last day of the then Interest Period, at that Borrower's election, in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (E) Each Additional Lender shall become a party to the Finance Documents (and be continuing at entitled to share in the time Security Interests created under the Security Documents and benefit from the Deed of Guarantee, in accordance with the terms of the Finance Documents) if such Additional Lender accedes to the Finance Documents in accordance with the Finance Documents. (F) Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lender and each Party agrees to be bound by such accession. The Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (G) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the accession of such Additional Lender. (H) On the date that the Facility Agent executes a Lender Accession Notice: (i) the Additional Lender party to that Lender Accession Notice, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been a Lender on the date of this Agreement with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Commitment specified by it as its Additional Commitment; and (ii) that Additional Lender shall become a Party to this Agreement as a “Lender”. (I) Clause 22.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 3.2 in relation to an Additional Lender as if references in that clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, “New Lender” were references to the existing Lenders consenting that “Additional Lender”; and a “re-transfer” and “re-assignment” were references to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of respectively a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment “transfer” and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)“assignment”.

Additional Commitments. (a) Schedule 1 hereto sets forth the Additional Commitment of each Additional Lender as of the Assumption Effective Date. The Borrower Additional Commitment of each Additional Lender shall be several and not joint. (b) The Additional Commitments and the Agent Loans and other extensions of credit made thereunder shall have the right same terms as those applicable to make a one-time increase the Commitments in effect immediately prior to the Revolving Committed Amount up to an aggregate amount Assumption Effective Date and the Loans and other extensions of $350,000,000 without credit made thereunder, respectively. With effect from the consent Assumption Effective Date, the Additional Lenders shall constitute “Qualified Additional Lenders” and “Lenders”, the Additional Commitments shall constitute “Commitments” and the loans made thereunder shall constitute “Loans” (and not Other Credit Extensions), in each case for all purposes of the Lenders, subject however to Credit Agreement and the satisfaction of each of the following terms and conditions:other Loan Documents. (i) to Upon the knowledge effectiveness of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Additional Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increaseimmediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Additional Lender, if anyand each such Additional Lender will automatically and without further act be deemed to have assumed, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments a portion of such Lenders shall be increased on a pro rata basis according to ▇▇▇▇▇▇’s participations under the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender outstanding Letters of (A) the Revolving Committed Amount and (B) each Lender's Commitment PercentageCredit such that, in each case after giving effect to each such deemed assignment and assumption of participations, the one-time increase percentage of the aggregate outstanding participations under the Credit Agreement in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts Letters of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to Credit held by each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of including each such Lender in the case of an existing Additional Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) will equal such Lender’s Pro Rata Share and (ii) provide if, on the Assumption Effective Date, there are any Loans outstanding, such Loans shall, upon the effectiveness of the Additional Commitments, be prepaid from the proceeds of new Loans made under the Credit Agreement, which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.4 of the Credit Agreement. (d) The Borrower hereby agrees to pay to each Lender (upon surrender of Additional Lender, through the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (butAdministrative Agent, in immediately available funds, an upfront fee (the case “Upfront Fee”) equal to 0.375% of a new Competitive Note given to an existing each Additional Lender’s Additional Commitment, with notation thereon that it is given as set forth in substitution for and replacement of Schedule 1 hereto, on the original Competitive Note or Assumption Effective Date. Once paid, the Upfront Fee shall not be refundable under any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)circumstances.

Additional Commitments. The Borrower and the Agent shall have the right from time to make a one-time to cause the Administrative Agent to increase the total Commitments by up to $1,150,000,000, subject to the following: (a) Any request for increase in the Revolving Committed total Commitments shall be by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent 30 days prior to the date upon which the Borrower shall desire such increase to become effective (provided that such period of notice may be reduced or waived at the Administrative Agent’s sole discretion), and shall set forth (1) the requested amount of the additional commitment (the “Additional Commitment Amount”), which Additional Commitment Amount up to shall be in the minimum amount of $50,000,000 and an integral multiple of $5,000,000 in excess thereof and (2) such details with respect thereto as are reasonably requested by the Administrative Agent. (b) The aggregate amount of the Lenders’ Commitments after giving effect to the Additional Commitment Amount shall not exceed $350,000,000 1,250,000,000. (c) Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this paragraph (c) within ten Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of the Lendersany other Lender, subject however subject, however, to the satisfaction of each of the following terms and conditions: (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing being in existence at the time of such increase; time, (ii) such increase shall occur only once; the Borrower issuing substitute Notes, (iii) such increase shall be allocated in the following order: (A) first, Accepting Lenders paying to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that Administrative Agent (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction behalf of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (vLenders) the aggregate amount determined by the Administrative Agent shall promptly notify to be necessary so that each Lender Accepting Lender’s pro rata share of (A) outstanding Loans, LC Exposure and participations in outstanding Swingline Loans matches the Revolving Committed Amount and (B) each Lender's ratio of its increased Commitment Percentage, in each case to the aggregate amount of all revised Commitments after giving effect to the one-time increase in Revolving Additional Commitment referred to in this Section 3.4(b). On Amount, (iv) the date (which date shall be a Business Day) on which Loan Parties, the increase Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in the Revolving Committed Amount occurs the Agent Commitments and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order reasonably acceptable to reallocate among the Loan Parties, the Accepting Lenders, the Administrative Agent, the Swingline Lenders and the Issuing Banks, (v) the Borrower paying the Administrative Agent for the account of each Accepting Lender such outstanding amounts based on upfront fees as shall be agreed to by the new Commitment Percentages Borrower and the Administrative Agent prior to otherwise carry out fully the terms Administrative Agent commencing its efforts under this paragraph (c), (vi) the Borrower paying the Arranger such fees as shall be agreed to by the Borrower and the Arranger prior to the Administrative Agent commencing its efforts under this paragraph (c) and (vii) the Borrower paying all of this Section 3.4(b). The Borrower agrees that, the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing. (d) In the event that the Additional Commitment Amount is not achieved pursuant to paragraph (c) above, the Arranger shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange for additional lenders with Commitments aggregating up to the Additional Commitment Amount. The Arranger shall submit a list of additional proposed syndicate members to the Borrower for its review and approval, which approval shall not be unreasonably withheld or delayed. If any such increase proposed lenders are so approved by the Administrative Agent, the Swingline Lenders, the Issuing Banks and the Borrower, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the Revolving Committed Amountconsent of any other Lenders, it will promptly subject, however, to (i) provide no Default or Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes to each Lender providing a the new or increased Revolving Commitment Lenders, (upon surrender iii) such new Lenders paying to the Administrative Agent (on behalf of the existing Revolving Note other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of such Lender outstanding Loans, LC Exposure and participation in outstanding Swingline Loans matches the case ratio of an existing Lender) a Revolving Note in its Commitment to the aggregate amount of its new or increased all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower paying to the Lenders the amounts payable, if any, to such Lenders pursuant to Section 2.16 as applicable) Revolving Commitment substantially in the form a result of the Revolving Note attached hereto prepayment of any such Loans, (v) the Loan Parties, the new Lenders and the Administrative Agent executing such other documents evidencing their addition as Schedule 2.1(e) (but, in Lenders hereunder and the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement adjustment of the original Revolving Note or any replacement notes thereofCommitments and Loans as shall be reasonably acceptable to the Borrower, the Administrative Agent, the Swingline Lenders and the Issuing Banks, (vi) the Borrower paying the Administrative Agent for the account of each new lender such upfront fees as shall be agreed to by the Borrower and the Arranger prior to the Arranger commencing its efforts under this paragraph (d), (vii) the Borrower paying the Arranger such fees as shall be agreed to by the Borrower and the Arranger prior to the Arranger commencing its efforts under this paragraph (d) and (iiviii) provide the Borrower paying all of the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing. (e) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (upon surrender on behalf of the existing Competitive Note Lenders) to enter into amendments and modifications of such Lender in this Agreement and the case of an existing Lender) a Competitive Note in other Loan Documents to the amount extent necessary to reflect the adjustment of the new Revolving Committed Amount substantially in Commitments and the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of Loans contemplated by this Section 3.4(b)Section.

Additional Commitments. The Borrower and the Agent shall have the right right, no more than two (2) times during the term of the Loan, to make request that Administrative Agent permit additional Commitments to be added under the terms of this Agreement in excess of the Lenders’ then outstanding Commitments in a one-time increase minimum increment of at least Five Million Dollars ($5,000,000.00) in excess of the Revolving Committed Amount up Lenders’ then outstanding Commitments (the requested amount being, the “Additional Commitment Amount”), subject to an the following: (a) The aggregate amount of the Lenders’ Commitments shall not exceed Seventy Million Dollars ($350,000,000 70,000,000.00). (b) Any such request shall be made by Borrower giving written notice (the “Additional Commitment Notice”) to Administrative Agent, which notice shall set forth such details with respect thereto as are reasonably requested by Administrative Agent. Upon receipt of the Additional Commitment Notice, Administrative Agent shall notify the then existing non-Defaulting Lenders of the terms of such Additional Commitment Notice and each such Lender’s pro rata share (in proportion to the Applicable Percentages of the non-Defaulting Lenders) of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the non-Defaulting Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata in proportion to the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. No Defaulting Lender may accept any portion of any Additional Commitment Amount. Administrative Agent shall notify Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) Borrower issuing additional or substitute Notes to the Accepting Lenders and reaffirming its obligations under the original Notes and Loan Documents, as amended pursuant to this Section 10.2, (iii) the Accepting Lenders that have agreed to increase their respective Commitments paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Loans and participations in L/C Obligations and Swingline Loans matches the ratio of its increased Commitment to the aggregate amount of all increased Commitments after giving effect to such Additional Commitment Amount and, subject however after giving effect to their receipt of such payment, the other Lenders’ pro rata shares of outstanding Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Commitments to the aggregate amount of all increased Commitments after giving effect to such Additional Commitment Amount, (iv) Borrower, the Accepting Lenders and Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans (including, without limitation, modifications to the Security Documents) as shall be reasonably acceptable to Borrower, the Accepting Lenders and Administrative Agent and, if the Additional Commitment Amount involves an increase in the Commitments, the Swingline Lender and the L/C Issuer, (v) the Guarantors executing and delivering reaffirmations of the Guaranties in form and substance reasonably satisfactory to Administrative Agent, (vi) Borrower paying all of Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing, and (vii) Borrower paying to the Sole Lead Arranger, the Sole Bookrunner and the Accepting Lenders such fees as are due in connection with the Additional Commitment Amount. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with clause (vii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.2 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the conditions set forth in Section 2.22 shall be satisfied, and (z) the REIT and Borrower shall be in pro forma compliance with the covenants set forth in Section 5.1 after giving effect to any Loans to be made on such date and the Additional Commitment Amount, and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall have received a certificate certifying as to the satisfaction of each of clauses (x), (y) and (z) dated such date (including calculations in reasonable detail showing pro forma compliance with the following terms covenants in Section 5.1) and conditions:executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders when the Additional Commitment Amount becomes effective. Each of the REIT and Borrower agrees to take such further reasonable action as may reasonably be requested by Administrative Agent in connection with any request pursuant to this Section 10.2. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with clause (b) above, Borrower may designate one or more proposed lenders to Administrative Agent to become Lenders under this Agreement with respect to such balance of the Additional Commitment Amount, subject in each case to the prior consent by Administrative Agent, the Swingline Lender and the L/C Issuer. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing being in existence at the time of such increase; time, (ii) such increase shall occur only once; Borrower issuing new Notes to the new Lenders and reaffirming its obligations under the original Notes and Loan Documents, as amended pursuant to this Section 10.2, (iii) such increase New Lenders and Accepting Lenders paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that such new Lender’s and, if applicable, Accepting Lenders’ respective pro rata shares of outstanding Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their Commitments as so increased to the aggregate amount of all increased Commitments after giving effect to such Additional Commitment Amount and, after giving effect to their receipt of such payment, the other Lenders’ pro rata shares of outstanding Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Commitments to the aggregate amount of all increased Commitments after giving effect to such Additional Commitment Amount, (iv) Borrower, the new Lenders, any Accepting Lenders (if applicable) and Administrative Agent executing such other documents evidencing the addition of the new Lenders as Lenders hereunder and the adjustment of the Commitments and the Loans (including, without limitation, modifications to the Security Documents) as shall be allocated in reasonably acceptable to Borrower, the following order: (A) firstnew Lenders, to the existing Accepting Lenders consenting to and Administrative Agent and, if the Additional Commitment Amount involves an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent Swingline Lender and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andL/C Issuer, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Guarantors executing and delivering reaffirmations of the Guaranties in form and substance reasonably satisfactory to Administrative Agent, (vi) Borrower paying all of Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing, and (vii) Borrower paying to the Sole Lead Arranger, the Sole Bookrunner, the new Lenders and the Accepting Lenders such fees as are due in connection with the Additional Commitment Amount. Administrative Agent shall promptly notify each Lender pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with clause (Avii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.2 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the Revolving Committed Amount conditions set forth in Section 2.22 shall be satisfied, and (Bz) each Lender's Commitment Percentage, the REIT and Borrower shall be in each case pro forma compliance with the covenants set forth in Section 5.1 after giving effect to the one-time increase in Revolving Commitment referred any Loans to in this Section 3.4(b). On the be made on such date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders Additional Commitment Amount, and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall make adjustments among the Lenders with respect have received a certificate certifying as to the Revolving Loans outstanding hereunder and amounts satisfaction of principaleach of clauses (x), interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereofy) and (iiz) dated such date (including calculations in reasonable detail showing pro forma compliance with the covenants in Section 5.1) and executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders when the Additional Commitment Amount becomes effective. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes Administrative Agent (upon surrender on behalf of the existing Competitive Note Lenders) to enter into amendments and modifications of such Lender in this Agreement and the case of an existing Lender) a Competitive Note in other Loan Documents to the amount extent necessary to reflect the adjustment of the Commitments and the Loans, the addition of new Revolving Committed Amount substantially in Lenders and the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of other matters contemplated by this Section 3.4(b)Section.

Additional Commitments. The Borrower and the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: (i) to the knowledge Effective as of the AgentAmendment Effective Date, no Default or Event each Person listed on Schedule 1 hereto (each, an “Increasing Lender” and collectively, the “Increasing Lenders”) agrees that, on and as of Default shall exist and be continuing at the time Amendment Effective Date, the Commitment of such increase; Increasing Lender shall increase by the amount set forth opposite its name on Schedule 1 (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their such increase being referred to herein as such Increasing Lender’s “Additional Commitment”). The parties hereto acknowledge and agree that: (a) the Additional Commitments shall constitute Commitments in respect of the Facility, (b) the Commitment Percentage of each Increasing Lender shall be calculated to include its Additional Commitment and (c) any Additional Loans made by each Increasing Lender pursuant to such Increasing Lender’s Additional Commitment shall be included for purposes of calculating such Increasing Lender’s Aggregate Outstanding Revolving Credit to the extent of such Additional Loan then outstanding. (a) Upon the effectiveness of the Additional Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increaseimmediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Increasing Lender, if anyand each such Increasing Lender will automatically and without further act be deemed to have assumed, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments a portion of such Lenders shall be increased on a pro rata basis according to Lender’s participations under the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Amended Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender outstanding Letters of (A) the Revolving Committed Amount Credit and (B) each Lender's Commitment PercentageSwing Line Loans such that, in each case after giving effect to each such deemed assignment and assumption of participations, the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender percentage of the existing Revolving Note aggregate outstanding (x) participations under the Amended Credit Agreement in Letters of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) Credit and (iiy) provide to participations under the Amended Credit Agreement in Swing Line Loans held by each Lender (upon surrender including each such Increasing Lender) will equal such Lender’s Commitment Percentage and (b) on the Amendment Effective Date, each Increasing Lender shall make a Revolving Loan to the Parent Borrower in such amount as determined by the Administrative Agent to be necessary to ensure that all outstanding Revolving Loans shall be held by the Lenders ratably in accordance with their new Commitment Percentages. Revolving Loans made pursuant to clause (b) of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender preceding sentence shall be obligated allocated ratably to increase its Revolving Commitment pursuant each outstanding Borrowing and shall bear interest at the same rates, and have the same Interest Periods, as the Borrowings to the terms of this Section 3.4(b)which they are allocated.

Additional Commitments. The Borrower (a) On the Third Amendment Effective Date (as defined below) and the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: conditions set forth herein, (i) each Increasing/Joinder Lender party hereto hereby agrees to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in provide its Revolving Commitment and (2) if the aggregate increases in the respective New Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Revolving Credit Commitments under the Amended Credit Agreement, as set forth on Schedule 3.4(bA hereto and (ii) each New Swing Line Euro Lender hereto andhereby agrees to provide its respective Swing Line Euro Commitments under the Amended Credit Agreement, upon such execution and the satisfaction as set forth on Schedule B hereto. (b) As of the other Third Amendment Effective Date, (i) Schedule 2.01 to the Credit Agreement shall be replaced by the form of Schedule 2.01 to this Amendment (which shall include the amounts set forth on Schedule A hereto) and (ii) Schedule 2.05 to the Credit Agreement shall be replaced by the form of Schedule 2.05 to this Amendment (which shall include the amounts set forth on Schedule B hereto). (c) On the Third Amendment Effective Date, subject to the terms and conditions set forth herein, each of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect existing Revolving Credit Commitments shall assign to each of the Increasing/Joinder Lenders, and each of the Increasing/Joinder Lenders shall purchase from each of the Lenders with existing Revolving Credit Commitments, at the principal amount thereof, such interests in the Outstanding Amount of Revolving Credit Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto on the Third Amendment Effective Date as shall be necessary in order that after giving effect to reallocate among all such assignments and purchases, the Lenders principal amount of Revolving Credit Loans made by each Lender will be in the amount of such Lender’s Pro Rata Share (after giving effect to the New Revolving Commitments in accordance with this Amendment) of the Outstanding Amount of the Revolving Credit Loans. (d) Upon the Third Amendment Effective Date and the assignment and purchase described in Section 2(c) hereof, each Increasing/Joinder Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided participation in all outstanding amounts based on Swing Line Loans and Letters of Credit in accordance with such Increasing/Joinder Lender’s Pro Rata Share thereof (after giving effect to the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed AmountCredit Commitments in accordance with this Amendment). (e) If, it will promptly (i) provide to each Lender providing as a new or increased Revolving Commitment (upon surrender result of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form assignment and purchase of the Revolving Note attached hereto as Schedule 2.1(eCredit Loans provided for in Section 2(c) hereof, any payment of Eurocurrency Rate Loans occurs on a day which is not the last day of the applicable Interest Period, the Company will pay to the Administrative Agent for the benefit of any Lender holding a Eurocurrency Rate Loan any loss or cost incurred by such Lender therefrom in accordance with Section 3.06 of the Credit Agreement. (butf) Each New Revolving Commitment shall be deemed for all purposes a Revolving Credit Commitment, and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan (the “New Revolving Credit Loans”). The terms and provisions of the New Revolving Credit Loans shall be identical to those set forth in the case of Credit Agreement for Revolving Credit Loans. Each New Swing Line Euro Commitment shall be deemed for all purposes a new Revolving Note given to an existing Lender that increases its Revolving Swing Line Commitment for Swing Line Loans denominated in Euros and a Swing Line Euro Commitment, with notation thereon that it is given and each Loan made thereunder shall be deemed, for all purposes, a Swing Line Loan denominated in substitution for Euros and replacement a Swing Line Euro Loan (the “New Swing Line Euro Loans”). The terms and provisions of the original Revolving Note or any replacement notes thereof) and (ii) provide New Swing Line Euro Loans shall be identical to each Lender (upon surrender of the existing Competitive Note of such Lender those set forth in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution Amended Credit Agreement for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)Swing Line Euro Loans.

Additional Commitments. (a) The Borrower and the Agent shall have the right Company may at any time confirm that one or more Lenders or any other bank(s) (each an “Accordion Lender”) has agreed to make a one-time increase in the Revolving Committed Amount up to commit Additional Commitments by delivering an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Additional Commitment Notice to the satisfaction of Agent. (b) Each Additional Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each of the following terms Accordion Lender named therein and conditionsit specifies: (i) to the knowledge of date on which the Agent, no Default or Event of Default shall exist and be continuing at the time of such increaseAdditional Commitments are confirmed; (ii) such increase shall occur only once;the amount of the Additional Commitments; and (iii) such increase shall be the amount of the Additional Commitments allocated to each Accordion Lender named in the following orderAdditional Commitment Notice. (c) By countersigning the Additional Commitment Notice: (Ai) first, each Accordion Lender agrees to commit the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in Additional Commitments set out against its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lendersname; and (Bii) secondeach Accordion Lender which is not already a Lender, agrees to any other commercial bank, financial institution or "accredited investor" become a party to this Agreement as a Lender and to become a party to the Intercreditor Agreement as a Pari Passu Creditor (under and as defined in Regulation D the Intercreditor Agreement). (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional Commitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent (and, if applicable, the Security Agent) of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Additional Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment AgreementNotice; and (vii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Accordion Lender. The Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender upon being so satisfied. (f) No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall promptly inform the Lenders of such receipt. (h) The Agent shall notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent Company and the Lenders shall make adjustments among of the Lenders with respect to the Revolving Loans outstanding hereunder and increased amounts of principal, interest, fees and other amounts paid or payable the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly Clause 2.3. (i) provide For the avoidance of doubt: (i) the Additional Commitments shall have the same terms (other than as to each Lender providing a new or increased Revolving Commitment (upon surrender of upfront arrangement and underwriting fees and conditions precedent) as the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) Facility; and (ii) provide to each Lender (upon surrender the upfront arrangement and underwriting fees in respect of the existing Competitive Note of such Lender Additional Commitments shall be set out in a separate Additional Commitment Fee Letter entered into by the case of an existing Lender) a Competitive Note in Company and the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (butrelevant Accordion Lender(s), in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees provided that no Accordion Lender shall be obligated to increase its Revolving Commitment pursuant offered or paid any fees on better terms than those which have been offered to the terms of this Section 3.4(b)Mandated Lead Arrangers.

Additional Commitments. The Borrower and the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: (i) At any time following the Effective Date (but in any event not prior to the knowledge first Borrowing of Term Loans hereunder), the Borrower may by written notice to the Administrative Agent elect to establish a Class of revolving facility commitments for the making of loans and/or the issuance of letters of credit (such commitments, the “Additional Revolving Facility Commitments”) and/or a Class of term loan commitments (such commitments, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”) (it being understood that no amounts borrowed under such Additional Commitments shall be applied in direct or indirect exchange for other Indebtedness). Such notice shall specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, 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. The Borrower shall notify the Administrative Agent in writing of the Agentidentity of each lender reasonably acceptable to the Administrative Agent (each, an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) to whom the Additional Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Additional Commitments may elect or decline, in its sole discretion, to provide an Additional Commitment. (ii) Such Additional Commitments shall become effective as of such Increased Amount Date, and in the case of Additional Term Loan Commitments, such Additional Term Loans in respect hereof (“Additional Term Loans”) shall be made on such Increased Amount Date; provided that (1) no Default or Event of Default shall exist and be continuing at the time of on such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on Increased Amount Date before or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent such Additional Commitments and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b).Loans,

Additional Commitments. The (i) At any time following the Fourth Amendment Effective Date, the Borrower may by written notice to the Administrative Agent elect to request an increase to any existing Class of Revolving Facility Commitments (any such increase, the “Additional Revolving Facility Commitments”) and/or the Term B Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”). Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, 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 shall have and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term B Loan Lender (in the case of Additional Term Loan Commitments) the right to make increase its Revolving Facility Commitment and/or Term B Loan Commitment, as applicable, on a one-pro rata basis; provided that with respect to an Additional Revolving Facility Commitment in an amount not greater than $50 million, (x) the notice specified in clause (A) can be made at any time on or prior to the proposed Increased Amount Date and (y) there shall be no requirement to offer such increase to each Revolving Facility Lender pursuant to clause (B). The Borrower shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender, Term B Loan Lender or other financial institution reasonably acceptable to the Administrative Agent (each, an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) to whom the Additional Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Additional Commitments may elect or decline, in its sole discretion, to provide an Additional Commitment. (ii) Such Additional Commitments shall become effective as of such Increased Amount Date, and in the Revolving Committed case of Additional Term Loan Commitments, such Additional Term Loans in respect hereof (“Additional Term Loans”) shall be made on such Increased Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: Date; provided that (i1) to the knowledge of the Agent, no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Additional Commitments and Loans; (2) after giving effect thereto on a Pro Forma Basis as if such incurrence had occurred on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), the Borrower shall be continuing in compliance with Sections 6.11 and 6.15, if and as applicable on such Increased Amount Date; and (3) the Borrower shall make any payments required pursuant to Section 2.16 in connection with the provisions of the Additional Commitments. (iii) The sum of the outstanding Additional Revolving Facility Commitments and the principal amount outstanding of Additional Term Loans, when aggregated with the principal amount outstanding of Permitted Notes, shall not exceed $800 million plus the Revolving Facility Commitment Capacity; provided that this limitation shall be increased by (x) $750 million if, at the time of such increase; , after giving effect on a Pro Forma Basis to Additional Revolving Facility Commitments (iiother than Additional Revolving Facility Commitments utilizing Revolving Facility Commitment Capacity) as if they were fully drawn on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), and to the incurrence of Additional Term Loans and Permitted Notes as if such increase incurrence had occurred on such day, the Gross Senior Secured Leverage Ratio shall occur only once; not be in excess of 2.00 to 1.00 and (iiiy) an additional $750 million if, at the time of such increase increase, after giving effect on a Pro Forma Basis to Additional Revolving Facility Commitments (other than Additional Revolving Facility Commitments utilizing Revolving Facility Commitment Capacity) as if they were fully drawn on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), and to the incurrence of Additional Term Loans and Permitted Notes as if such incurrence had occurred on such day, the Gross Senior Secured Leverage Ratio shall not be in excess of 1.00 to 1.00; provided further that there shall be allocated no Additional Term Loans until the Borrower shall have issued at least $800 million in the following order: (A) first, to the existing Lenders consenting to an increase in the principal amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower;Permitted Junior Notes. (iv) each Person providing a new Commitment The all-in-yield of any Additional Term Loans shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement be as more specifically provided in the New Commitment Agreement; joinder agreement pursuant to which such Additional Term Loans are established (it being understood that the “all-in-yield” shall be determined after taking into account original issue discount, assuming a four-year average life, fees, other than bona fide arrangement, underwriting, structuring or similar fees not generally shared with the applicable Lenders, and interest margin and , if the LIBO Rate in respect of any Additional Term Loans includes an interest rate floor greater than the LIBO Rate then applicable to the existing Term B Loans, such interest rate floor shall be equated to interest margin). In the event that the all-in-yield for any Additional Term Loans is greater than the all-in-yield for the Term B Loans (vor other term loan previously established as an Additional Term Loan hereunder) by greater than 50 basis points, then the Agent shall promptly notify each Lender of all-in-yield for the Term B Loans (Aor other term loan previously established as an Additional Term Loan hereunder) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case will be increased such that after giving effect thereto the all-in-yield for the Term B Loans (or other term loan established as an Additional Term Loan hereunder) plus 50 basis points is equal to the oneall-time increase in Revolving Commitment referred to in this Section 3.4(b). On in-yield for the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)Additional Term Loans.

Additional Commitments. The Upon the request of the Borrower (such request, the "Additional ---------- Syndication Notice") given to the Administrative Agent within twenty-four (24) ------------------ months after the date of this Agreement, and provided that there is no Default or Event of Default, the Administrative Agent shall have the right use commercially reasonable efforts to make a one-time increase obtain additional Commitments in the Revolving Committed Amount up to an aggregate amount of up to Fifty Million Dollars ($350,000,000 50,000,000) (the "Additional Commitment Amount"), subject to ---------------------------- the following: (a) Promptly after delivery of the Additional Syndication Notice, the Administrative Agent shall request that the existing Lenders accept a pro rata share of the Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an "Accepting Lender"), pro rata based on the sum of their then existing ---------------- Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this clause (a) within ten (10) ---------- Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of the Lendersany other Lender, subject however subject, however, to the satisfaction of each of the following terms and conditions: (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing being in existence at the time of such increase; time, (ii) such increase shall occur only once; the Borrower issuing substitute Notes, (iii) such increase shall be allocated in the following order: (A) first, Accepting Lenders paying to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that Administrative Agent (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction behalf of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (vLenders) the aggregate amount determined by the Administrative Agent shall promptly notify to be necessary so that each Lender of (A) the Revolving Committed Amount and (B) each Initial Accepting Lender's pro rata share of outstanding Loans and LC Exposure matches the ratio of its increased Commitment Percentage, in each case to the aggregate amount of all revised Commitments after giving effect to the one-time increase Additional Commitment Amount, (iv) the Borrower, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in Revolving Commitment referred to in this Section 3.4(b). On the date (which date Commitments and the Loans as shall be a Business Day) on which reasonable acceptable to the increase in Borrower, the Revolving Committed Amount occurs Accepting Lenders, the Administrative Agent and the Issuing Lender and (v) the Borrower paying all of the Administrative Agent's reasonable out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders shall make adjustments among their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. (b) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with paragraph (a) ------------- above, the Borrower may designate one or more proposed lenders to the Administrative Agent and the Issuing Lender to become Lenders under this Agreement with respect to such balance of the Revolving Additional Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless the Administrative Agent consents thereto), subject in each case to the prior approval of the Administrative Agent and the Issuing Lender, which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Assignee. If such proposed lenders are so approved, such lenders shall become Credit Agreement ---------------- additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the new Lenders, (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender's pro rata share of outstanding Loans outstanding and LC Exposure matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower, the new Lenders and the Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and amounts the adjustment of principal, interest, fees the Commitments and other amounts paid or payable with respect thereto Loans as shall be necessary in order reasonably acceptable to reallocate among the Lenders Borrower, the Administrative Agent and the Issuing Lender, including each such outstanding amounts based on new Lender's compliance with the new Commitment Percentages provisions of clauses (ii), (iii) and to otherwise carry out fully (v) of Section 9.04(b), and (v) the terms ------------ ----- --- --------------- Borrower paying all of this Section 3.4(b). The Borrower agrees that, the Administrative Agent's reasonable out-of-pocket expenses in connection with any such increase in the Revolving Committed Amount, it will foregoing. The Administrative Agent shall promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant pay to the terms applicable Lenders their share of this Section 3.4(b).any payments received from such new Lenders in accordance with the immediately preceding sentence. Credit Agreement ----------------

Additional Commitments. The Borrower Subject to the terms and the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent conditions hereof and of the Lenders, subject however to the satisfaction of each of the following terms and conditionsUnit Subscription Agreement: (ia) Each Member listed on Schedule II with a dollar amount set forth under column (2) opposite such Member’s name (each, a “Committed Member”) agrees to make, upon the knowledge issuance of Capital Calls meeting the requirements of this Article 5, additional cash Capital Contributions (“Commitment Contributions”) in an amount not to exceed in aggregate the amount set forth opposite the name of such Committed Member under column (2) on Schedule II (the “Additional Commitment” of such Committed Member) in exchange for Series A-2 Preferred Units. The amount, at a particular time, by which a Committed Member’s Additional Commitment exceeds the total amount of the AgentCommitment Contributions previously made by such Committed Member pursuant to this Article 5 shall be the “Remaining Commitment” of such Committed Member at such time. For the avoidance of doubt, in no Default event shall any Member’s Additional Commitment or Event Remaining Commitment be increased without such Member’s prior written consent and in no event shall any Member be obligated at any time to make Capital Contributions in excess of Default shall exist and be continuing at its Remaining Commitment as of the time of such increase;Capital Call less any amounts required to be funded pursuant to then outstanding Capital Calls. (b) [Intentionally deleted.] (c) In connection with any adjustment to the Additional Commitments of the Committed Members in connection with the reallocation of Future Series A-2 Preferred Units to employees of the Company or its Subsidiaries (including members of the Management Team) or non-employee Managers of the Company (each such employee or Manager, a “Reallocated Committed Member”) pursuant to Section 3.1 of the Unit Subscription Agreement, the Board, in its sole discretion, may elect to apportion the first Capital Call following such adjustment in a manner such that after such Reallocated Committed Member makes the Commitment Contributions required by it pursuant to the Call Notice related to such Capital Call (i) the quotient (expressed as a percentage) obtained by dividing (a) the total amount of Commitment Contributions such Reallocated Committed Member will have funded immediately after such Capital Call by (b) the total amount of Commitment Contributions all Committed Members will have funded immediately after such Capital Call will be equal to (ii) the quotient (expressed as a percentage) obtained by dividing (x) such increase shall occur only once;Reallocated Committed Member’s Total Commitment by (y) the aggregate Total Commitments of all Committed Members. (iiid) such increase The Remaining Commitment of each Committed Member shall be allocated in reduced to zero upon the following order:consummation of a Qualified Public Offering and no Management Committed Member shall thereafter be entitled to increase its Additional Commitment. (Ae) firstIf a Committed Member is an employee of the Company or any of its Subsidiaries and such employment ceases for any reason, then, except as otherwise agreed by the Board, such Committed Member’s Remaining Commitment shall immediately be reduced to zero and such Committed Member shall have no right to increase its Additional Commitment. If the Remaining Commitment of a Committed Member is reduced to zero pursuant to the existing Lenders consenting preceding sentence, the Board shall have the authority to an increase in reassign the amount of their Revolving Commitments; provided that (1) on such forfeited Remaining Commitment to one or before more other Committed Members who consent in writing to such reassignment in such amounts as are determined by the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, Board in its Revolving sole discretion. (f) A Member whose Remaining Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders is zero shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according have no further right or obligation to make Commitment Contributions to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (Company except as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall may be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders required with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment Defaulting Member pursuant to the terms of this Section 3.4(b)5.4.

Additional Commitments. (a) The Borrower and the Agent Company shall have the right right, at any time and from time to make a one-time increase in time, after the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Effective Date and prior to the satisfaction of each of the following terms and conditions: Commitment Expiration Date to request (i) to the knowledge of the Agent, so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall exist and be continuing at obligated to provide an Additional Commitment as a result of any request by the time of such increase; Company, (ii) such increase shall occur only once; any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) such increase shall be allocated in the following order: (A) firsteach provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1Administrative Agent) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) secondthe 4849-0866-3397v950 #4849-0866-3397v1 aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up‑front fees payable to any other commercial bankAdditional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, financial institution or "accredited investor" (as defined in Regulation D of v) the Securities and Exchange Commission) Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the Borrower;same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (ivb) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Person providing a new Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall execute a New have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andExhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such execution Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other terms and conditions of set forth in this Section 3.4(b2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such Person time shall thereupon become have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a party hereto United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the rights Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of (A) the Revolving Committed Amount each Additional Commitment Date, and (Bx) on each Lender's such date, the Total Commitment Percentageunder, in and for all purposes of, this Agreement and each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date other Credit Document shall be a Business Dayincreased by the aggregate amount of such Additional Commitments and (y) on which each such date, the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as Commitment Schedule shall be necessary in order deemed modified to reallocate among reflect the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms revised Commitments of this Section 3.4(b)each affected Lender. The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b).4849-0866-3397v951 #4849-0866-3397v1

Additional Commitments. The Borrower and (A) KECI may request that the Total Commitments be increased by the provision of additional commitments under the Facility (each such increase being a “Requested Additional Commitment”), by providing written notice to the Facility Agent (such notice being an “Additional Commitment Notice”) provided that, (i) the Additional Commitment Notice shall have be delivered prior to the right to make a one-time expiry of the Availability Period; (ii) the increase in and/or, as the Revolving Committed Amount up case may be, assumption of Requested Additional Commitments is to an aggregate amount of $350,000,000 without take effect before the consent expiry of the LendersAvailability Period; (iii) the Total Commitments would not exceed USD 125,000,000 immediately following such increase; (iv) the aggregate Requested Additional Commitments by which the Total Commitments have at any given time been increased pursuant to this Clause 3.2(A) shall not exceed USD 50,000,000; (v) no Event of Default is continuing or would arise as a result of the provision of the Requested Additional Commitment; and (vi) the terms of the Requested Additional Commitment shall, subject however for all purposes of this Agreement, be treated pursuant to the satisfaction terms of each of this Agreement in the following terms and conditionssame manner as the existing Commitments. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of clause 3.2(A) above are fulfilled; and (ii) specify the date upon which the Requested Additional Commitment is anticipated to be made available to the knowledge Borrower (the “Additional Commitment Date”). (C) Upon receipt of any notice pursuant to clause 3.2(A) above, the Facility Agent shall promptly notify the Lenders of such request, and on or before the Additional Commitment Date, each Lender shall inform the Facility Agent of the amount in the Base Currency of the Requested Additional Commitment which it will make available on a committed basis (each a “Committed Additional Participation”). The Facility Agent shall promptly notify KECI of the details of each Committed Additional Participation. (D) If, on the Additional Commitment Date, the aggregate amount of the Committed Additional Participation is less than the Requested Additional Commitment, the Borrower may agree with any bank or financial institution which is not a Lender (each an “Additional Lender”) that they will participate in the Facility provided that: (i) any such Additional Lender agrees to become a Lender under this Agreement and make available a Commitment on the terms and conditions of this Agreement and the Borrower notifies the Facility Agent of the same, on or prior to the Additional Commitment Date; and (ii) KECI shall procure that on or prior to the Additional Commitment Date, such Additional Lender delivers a Lender Accession Notice in the form set out in Schedule 7 (Form of Lender Accession Notice) duly completed and signed on behalf of the Additional Lender and specifying its Committed Additional Participation to the Facility Agent. (E) Subject to the conditions in paragraphs (B) and (D) above being met, no Default or Event from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Committed Additional Participation for Utilisation under the Facility in accordance with the terms of Default this Agreement (as amended); (ii) the Committed Additional Participation shall exist rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Committed Additional Participation provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made, at the Borrower’s election, by the Facility Agent making utilisations from the Committed Additional Participation in priority to utilisations from Commitments under the Facility to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (F) Each Additional Lender shall become a party to the Finance Documents (and be continuing at entitled to share in the time Security created under the Security Documents in accordance with the terms of the Finance Documents) if such Additional Lender accedes to the Finance Documents in accordance with the Finance Documents. (G) Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lender and each Party agrees to be bound by such accession. The Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (H) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (and LC Issuing Bank) (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all (i) “know your customer” requirements or (ii) other similar checks required, in each case by law, regulation or the LC Issuing Bank’s mandatory internal policy (as consistently applied) regarding environmental issues, each in relation to the accession of such Additional Lender. (I) On the date that the Facility Agent executes a Lender Accession Notice: (i) the Additional Lender party to that Lender Accession Notice, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Commitment specified by it as its Committed Additional Participation; and (ii) that Additional Lender shall become a Party to this Agreement as a “Lender”. (J) Clause 21.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 3.2 in relation to an Additional Lender as if references in that clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) such increase shall occur only once;the “New Lender” were references to that “Additional Lender”; and (iii) such increase shall be allocated in the following order:a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”. (AK) firstTo the extent that the Total Commitments would exceed USD 75,000,000 immediately following such increase, on the Additional Commitment Date the Borrower shall pay to the existing Facility Agent, for the account of the Lenders consenting to an increase share rateably in the amount of accordance with their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of Committed Additional Participation, a requested increase in the Revolving Committed Amount, each Lender shall notify fee to be agreed between the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon Facility Agent at such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)time.

Additional Commitments. The At any time prior to the Maturity Date, Borrower and Time Warner, acting together, may from time to time, by written notice to the Administrative Agent (which shall have promptly deliver a copy to the right Lenders) executed by Borrower and Time Warner and one or more financial institutions that qualify as Eligible Assignees (any such financial institution, which may include any Lender, referred to make a one-time increase in the Revolving Committed Amount up this Section as an “Incremental Facility Lender”) add one new tranche of term facilities by requesting new term loan commitments to be added (any such new tranche an “Incremental Facility” and any loans made pursuant to an Incremental Facility, “Incremental Loans”) in an amount for each Incremental Lender (which shall not be less than $5,000,000) set forth in such notice and in aggregate principal amount not to exceed the lesser of (x) $261,034,000 and (y) the then outstanding amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: 2015 Notes; provided that (i) no Lender shall have any obligation to provide any Incremental Loans pursuant to this Section, (ii) the proceeds of the Incremental Loans shall only be used for CME to repay the principal of the 2015 Notes, (iii) each Incremental Facility Lender, if not already a Lender hereunder, shall be reasonably satisfactory to the knowledge of Administrative Agent (which approval shall not be unreasonably withheld), (iv) each Incremental Facility Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent, Borrower and Time Warner (an “Accession Agreement”), (v) no Default or Event of Default shall exist has occurred and be continuing at is continuing, (vi) the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, interest rate applicable to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably Incremental Facility will bear an interest rate acceptable to the Agent Incremental Facility Lenders, Borrower and Time Warner, and (vii) the Borrower; maturity date with respect to any Incremental Loans shall be November 1, 2019. Upon the effectiveness of any Accession Agreement to which any Incremental Lender is a party, (ivi) each Person providing a new Commitment such Incremental Facility Lender shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become thereafter be deemed to be a party hereto to this Agreement and have the rights shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide Schedule 2.01 shall be deemed to each Lender (upon surrender of have been amended to reflect the existing Competitive Note additional Commitment of such Incremental Lender as provided in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given such Accession Agreement. Incremental Loans may be made hereunder pursuant to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note amendment or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms restatement (an “Incremental Facility Amendment”) of this Section 3.4(b)Agreement and, as appropriate, the other Credit Documents, executed by Borrower, Guarantor and, as appropriate, the Subsidiary Guarantors, each Incremental Facility Lender participating in such tranche of Incremental Loans and the Administrative Agent.

Additional Commitments. The Borrower At any time and from time to time on and after the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Second Restatement Effective Date and prior to the satisfaction of each of the following terms Final Maturity Date, Parent and conditions: (i) Corp. may request one or more Lenders or other lending institutions to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) or assume a Revolving Note Commitment (in the case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate amount of at least $9,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $75,000,000. Parent, Corp. and each such Lender or other lending institution (each, an “Assuming Lender”) which agrees to increase its new existing, or increased (as applicable) Revolving assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the Revolving Note attached hereto as Schedule 2.1(e) (butincrease in, or in the case of a new Revolving Note given Assuming Lender, assumption of, such Lender’s Commitment to an existing be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender that increases its Revolving Commitmentas to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, with notation thereon that it is given in substitution for and replacement (x) Annex I shall be deemed modified to reflect the revised Commitments of the original Revolving Note or any replacement notes thereofLenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (iiz) provide the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Lender (upon surrender Borrower shall, in coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of the existing Competitive Note certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Lender in Revolving Loans pro rata on the case basis of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) their Commitments (but, in the case of a new Competitive Note given after giving effect to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes increase thereof). Each It is hereby agreed that any breakage costs of the parties hereto acknowledges and agrees that no Lender type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be obligated to increase its Revolving Commitment pursuant to for the terms account of this Section 3.4(b)the respective Borrowers.

Additional Commitments. (a) The Borrower and the Agent shall have the right Company may at any time confirm that one or more Lenders or any other bank(s) (each an Accordion Lender) has agreed to make a one-time increase in the Revolving Committed Amount up to commit Additional Commitments by delivering an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Additional Commitment Notice to the satisfaction of Agent. (b) Each Additional Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each of the following terms Accordion Lender named therein and conditionsit specifies: (i) to the knowledge of date on which the Agent, no Default or Event of Default shall exist and be continuing at the time of such increaseAdditional Commitments are confirmed; (ii) such increase shall occur only once;the amount of the Additional Commitments; and (iii) such increase shall be the amount of the Additional Commitments allocated to each Accordion Lender named in the following orderAdditional Commitment Notice. (c) By countersigning the Additional Commitment Notice: (Ai) first, each Accordion L▇▇▇▇▇ agrees to commit the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in Additional Commitments set out against its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lendersname; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (ivii) each Person providing Accordion Lender which is not already a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andLender, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon agrees to become a party hereto and have to this Agreement as a Lender. (d) An increase in the rights and obligations of a Lender Commitments under this Credit Agreement as more specifically provided Clause 2.3 shall take effect on the date specified in the New Additional Commitment AgreementNotice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent of the Additional Commitment Notice; and (vii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Accordion Lender. The Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender upon being so satisfied. (f) No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and inform the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)receipt.

Additional Commitments. The Borrower and (a) Notwithstanding anything to the contrary set forth herein (but subject to satisfaction (or waiver) of all conditions precedent set forth in Section 5), the parties hereby agree that at any time after the date hereof until the date which is three months after the Effective Date, any one or more Lenders or Additional Lenders (each, an “Additional Revolving Facility Lender”) may, by delivering to the Administrative Agent shall have a duly executed Joinder in substantially the right form attached as Exhibit B hereto, provide up to make a one-time increase $25,000,000 (in the aggregate) in additional New Revolving Committed Amount up to an aggregate amount of $350,000,000 without Facility Commitments under the consent of the LendersNew Revolving Credit Facility. The parties hereto agree that, subject however to the satisfaction of each of the following terms and conditions: (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time upon delivery of such increase; Joinder in accordance with the immediately preceding sentence and satisfaction (iior waiver) of all conditions precedent set forth in Section 5, including (without limitation), the proviso in Section 5(a)(v) (the “Additional Lender Effective Date”), any such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Additional Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Facility Lender shall notify become a Revolving Facility Lender under the Borrower of the desired increase, if any, in its Restated Credit Agreement with a Revolving Facility Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities Restated Credit Agreement) in dollars and Exchange Commissionin a principal amount set forth in the applicable Joinder, all as provided in the Restated Credit Agreement. (b) reasonably acceptable On any Additional Lender Effective Date, (i) this Restatement Agreement shall be deemed to be modified and supplemented to the Agent and extent necessary to join the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become applicable Additional Revolving Facility Lender as a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (Bii) each Lender's Commitment Percentageof the applicable Additional Revolving Facility Lenders shall purchase from each of the other Revolving Facility Lenders, in each case after giving effect to at the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase principal amount thereof, such interests in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Facility Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto on such Additional Lender Effective Date as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any after giving effect to all such increase in assignments and purchases, the Revolving Committed Amount, it Facility Loans will promptly (i) provide to each Lender providing a new or increased be held by Revolving Commitment (upon surrender of the existing Facility Lenders ratably in accordance with their respective Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)Facility Commitments.

Additional Commitments. The (a) Subject to the terms and conditions hereof, at any time after the Closing Date and prior to Maturity Date, provided that no Event of Default has occurred and is continuing and that the Borrower is in pro forma compliance with the financial covenants in Section 5.1(1) (assuming the full incurrence and application of the Agent new Indebtedness in question), the Borrower may request that the Lenders or any other Persons provide additional Commitments (each, an “Additional Commitment”) which shall have serve to increase the right to make a one-time increase in aggregate existing Commitments, such that further Borrowings under the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following Credit become available thereunder upon identical terms and conditions:. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement and executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, the Additional Commitment in question shall become effective, and (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Administrative Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentageas to such agreement, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide Schedule 2.1 shall be deemed to be modified accordingly. (c) Notwithstanding anything to the contrary in this Agreement: (i) no Additional Commitment shall require the consent of any Lender other than the Additional Lender in question, but each Lender (upon surrender Additional Commitment shall require the approval of the existing Competitive Note of such Lender in Administrative Agent and the case of an existing LenderIssuing Bank, not to be unreasonably withheld; (ii) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall have any obligation to acquire any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to acquire any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all Additional Commitments shall not exceed U.S.$25,000,000; (v) no amount of Additional Commitments requested at any one time shall be obligated less than U.S.$10,000,000; and (vi) the Borrower may pay such up-front, arrangement or other fees as may be agreed by the Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional Commitment; (d) For greater certainty, any Additional Lender shall be entitled to increase its Revolving Commitment share pro rata in any prepayments made by the Borrower pursuant to Section 2.9, and the terms obligations of this Section 3.4(b)the Credit Parties under any such Additional Commitment shall be secured pari passu with the other obligations of the Credit Parties under the Security Documents.

Additional Commitments. The At any time on or before the date that is two (2) years immediately following the Effective Date, the Borrower and the Agent shall have the right right, exercisable no more than two (2) times, to make a one-time increase request that the Administrative Agent permit additional Commitments to be added under the terms of this Agreement in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent excess of the Lenders’ then outstanding Commitments in a minimum increment of at least Fifty Million Dollars ($50,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the requested amount being, the “Additional Commitment Amount”), to be allocated to either the Term Loan Commitments or the Revolving Credit Commitments, subject however to the satisfaction of each of the following terms and conditionsfollowing: (i) The aggregate amount of the Lenders’ Commitments shall not exceed Eight Hundred Fifty Million Dollars ($850, 000,000) less the amounts of any prior reductions or terminations of Commitments pursuant to Section 2,09(d), and (ii) the Additional Commitment Amount shall not exceed One Hundred Fifty Million Dollars ($150,000,000) in the aggregate. (b) Any such request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the knowledge Administrative Agent within twenty one (21) months after the Effective Date, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the AgentAdditional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or Event of Default shall exist and be continuing being in existence at the time of such increase; time, (ii) such increase shall occur only once; the Borrower issuing substitute Notes, (iii) such increase shall be allocated in the following order: (A) first, Accepting Lenders paying to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that Administrative Agent (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction behalf of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (vLenders) the aggregate amount determined by the Administrative Agent shall promptly notify to be necessary so that each Lender Initial Accepting Lender’s pro rata share of (A) outstanding Loans and LC Exposure, if applicable, matches the Revolving Committed Amount and (B) each Lender's ratio of its increased Commitment Percentage, in each case to the aggregate amount of all revised Commitments after giving effect to the one-time increase Additional Commitment Amount, (iv) the Borrower, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in Revolving Commitment referred to in this Section 3.4(b). On the date (which date Commitments and the Loans as shall be a Business Day) on which reasonably acceptable to the increase in Borrower, the Revolving Committed Amount occurs Accepting Lenders, the Administrative Agent and the Issuing Lender and (v) the Borrower paying all of the Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders shall make adjustments among their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with paragraph (b) above, the Borrower may designate one or more proposed lenders to the Administrative Agent and the Issuing Lender to become Lenders under this Agreement with respect to such balance of the Revolving Additional Commitment Amount (but in no event with proposed commitments of less than $10,000,000 unless the Administrative Agent consents thereto), subject in each case to the prior approval of the Administrative Agent and the Issuing Lender, which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Assignee. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the new Lenders, (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans outstanding and LC Exposure matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower, the new Lenders and the Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and amounts the adjustment of principal, interest, fees the Commitments and other amounts paid or payable with respect thereto Loans as shall be necessary in order reasonably acceptable to reallocate among the Lenders Borrower, the Administrative Agent and the Issuing Lender, including each such outstanding amounts based on new Lender’s compliance with the new Commitment Percentages provisions of clauses (ii), (iii) and to otherwise carry out fully (v) of Section 9.04(b), and (v) the terms Borrower paying all of this Section 3.4(b). The Borrower agrees that, the Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such increase new Lenders in accordance with the Revolving Committed Amountimmediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment hereby authorizes the Administrative Agent (upon surrender on behalf of the existing Revolving Note Lenders) to enter into amendments and modifications of such Lender in this Agreement and the case of an existing Lender) a Revolving Note in other Loan Documents to the amount of its new or increased (as applicable) Revolving Commitment substantially in extent necessary to reflect the form adjustment of the Revolving Note attached hereto as Schedule 2.1(e) (butCommitments and the Loans, in the case addition of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for Lenders and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of other matters contemplated by this Section 3.4(b)Section.

Additional Commitments. The (i) At any time following the Fourth Amendment Effective Date, the Borrower may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “Additional Revolving Facility Commitments”) and/or the Term B Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”). Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, 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 shall have and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term B Loan Lender (in the case of Additional Term Loan Commitments) the right to make increase its Revolving Facility Commitment and/or Term B Loan Commitment, as applicable, on a one-time increase pro rata basis. The Borrower shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender, Term B Loan Lender or other financial institution reasonably acceptable to the Administrative Agent (each, an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) to whom the Additional Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Additional Commitments may elect or decline, in its sole discretion, to provide an Additional Commitment. (ii) Such Additional Commitments shall become effective as of such Increased Amount Date, and in the Revolving Committed case of Additional Term Loan Commitments, such Additional Term Loans in respect hereof (“Additional Term Loans”) shall be made on such Increased Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: Date; provided that (i1) to the knowledge of the Agent, no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Additional Commitments and Loans; (2) after giving effect thereto on a Pro Forma Basis as if such incurrence had occurred on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), the Borrower shall be continuing in compliance with Sections 6.10, 6.11 and 6.15, if and as applicable on such Increased Amount Date (and if Section 6.10 shall not be applicable at such time, the Interest Coverage Ratio shall not be less than 2.00:1.00); and (3) the Borrower shall make any payments required pursuant to Section 2.16 in connection with the provisions of the Additional Commitments. (iii) The sum of the outstanding Additional Revolving Facility Commitments and the principal amount outstanding of Additional Term Loans, when aggregated with the principal amount outstanding of Permitted Notes, shall not exceed $400 million plus the Revolving Facility Commitment Capacity; provided that the Revolving Facility Commitment Capacity shall be utilized only for Additional Revolving Facility Commitments; provided, further, that this limitation shall be increased by (x) $750 million if, at the time of such increase; , after giving effect on a Pro Forma Basis to Additional Revolving Facility Commitments (iiother than Additional Revolving Facility Commitments utilizing Revolving Facility Commitment Capacity) such increase shall occur only once; as if they were fully drawn on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (iii) such increase shall be allocated in the following order: (A) firstb), and to the existing Lenders consenting incurrence of Additional Term Loans and Permitted Notes as if such incurrence had occurred on such day, the Gross Senior Secured Leverage Ratio shall not be in excess of 2.00 to 1.00 and (y) an increase in additional $750 million if, at the amount time of their such increase, after giving effect on a Pro Forma Basis to Additional Revolving Commitments; provided that Facility Commitments (1other than Additional Revolving Facility Commitments utilizing Revolving Facility Commitment Capacity) as if they were fully drawn on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower first day of the desired increasemost recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), and to the incurrence of Additional Term Loans and Permitted Notes as if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amountsuch incurrence had occurred on such day, the Revolving Commitments Gross Senior Secured Leverage Ratio shall not be in excess of such Lenders shall be increased on a pro rata basis according 1.00 to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower;1.00. (iv) each Person providing a new Commitment The all-in-yield of any Additional Term Loans shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement be as more specifically provided in the New Commitment Agreement; joinder agreement pursuant to which such Additional Term Loans are established (it being understood that the “all-in-yield” shall be determined after taking into account original issue discount, assuming a four-year average life, fees, other than bona fide arrangement, underwriting, structuring or similar fees not generally shared with the applicable Lenders, and interest margin and , if the LIBO Rate in respect of any Additional Term Loans includes an interest rate floor greater than the LIBO Rate then applicable to the existing Term B Loans, such interest rate floor shall be equated to interest margin). In the event that the all-in-yield for any Additional Term Loans is greater than the all-in-yield for the Term B Loans (vor other term loan previously established as an Additional Term Loan hereunder) by greater than 50 basis points, then the Agent shall promptly notify each Lender of all-in-yield for the Term B Loans (Aor other term loan previously established as an Additional Term Loan hereunder) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case will be increased such that after giving effect thereto the all-in-yield for the Term B Loans (or other term loan established as an Additional Term Loan hereunder) plus 50 basis points is equal to the oneall-time increase in Revolving Commitment referred to in this Section 3.4(b). On in-yield for the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)Additional Term Loans.

Additional Commitments. (a) The Borrower and the Agent Company shall have the right right, at any time and from time to make a one-time increase in time, after the Revolving Committed Amount up Effective Date and prior to an aggregate amount the Commitment Expiration Date (b) The effectiveness of $350,000,000 without Additional Commitments pursuant to this Section 2.27 shall be subject to the consent occurrence of the Lenders, subject however to the satisfaction of each of the following terms and conditions: following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to Administrative Agent an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Additional Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andExhibit H or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such execution Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other terms and conditions of set forth in this Section 3.4(b2.27 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such Person time shall thereupon become have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a party hereto United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the rights Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of (A) the Revolving Committed Amount each Additional Commitment Date, and (Bx) on each Lender's such date, the Total Commitment Percentageunder, in and for all purposes of, this Agreement and each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date other Credit Document shall be a Business Dayincreased by the aggregate amount of such Additional Commitments, (y) on which each such date, the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as Commitment Schedule shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b).deemed modified to

Additional Commitments. (a) The Borrower and the Agent Company shall have the right right, at any time and from time to make a one-time increase in time, after the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Effective Date and prior to the satisfaction of each of the following terms and conditions: Commitment Expiration Date to request (i) to the knowledge of the Agent, so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall exist and be continuing at obligated to provide an Additional Commitment as a result of any request by the time of such increase; Company, (ii) such increase shall occur only once; any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) such increase shall be allocated in the following order: (A) firsteach provision of Additional Commitments on a given date pursuant to this Section 2.27 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1Administrative Agent) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) secondthe aggregate Commitments for all Lenders hereunder shall not exceed $500,000,000, (iv) all up-front fees payable to any other commercial bankAdditional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, financial institution or "accredited investor" (as defined in Regulation D of v) the Securities and Exchange Commission) Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.27 shall have the Borrower;same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.27 below and (vii) all actions taken by the Account Party pursuant to this Section 2.27 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.27. (ivb) The effectiveness of Additional Commitments pursuant to this Section 2.27 shall be subject to the occurrence of the following: (i) the Company, each Person providing a new Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall execute a New have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andExhibit H or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such execution Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other terms and conditions of set forth in this Section 3.4(b2.27 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such Person time shall thereupon become have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a party hereto United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the rights Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of (A) the Revolving Committed Amount each Additional Commitment Date, and (Bx) on each Lender's such date, the Total Commitment Percentageunder, and for all purposes of, this Agreement and each other Credit Document shall be increased by the aggregate amount of such Additional Commitments, (y) on each such date, the Commitment Schedule shall be deemed modified to reflect the revised Commitments of each affected Lender and (z) on each such date, the Company shall be deemed to have repaid and reborrowed all outstanding Loans (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Company, in each case after giving effect to accordance with the one-time increase in Revolving Commitment referred to in this requirements of Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b2.18). The Borrower agrees thatdeemed payments made pursuant to clause (z) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in connection with any such increase in the Revolving Committed Amountrespect of each Eurodollar Loan, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated subject to increase its Revolving Commitment indemnification by the Company pursuant to the terms provisions of this Section 3.4(b)2.25 if the deemed payment occurs other than on the last day of the related Interest Periods.

Additional Commitments. The (a) In the event that the Borrower wishes to increase the Commitments at any time when no Event of Default has occurred and is continuing, it shall notify the Administrative Agent shall have in writing of the right to make amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a one-time increase in “Commitment Increase Notice”); provided that the Revolving Committed Amount up to an aggregate amount of any such increase in Commitments shall be at least $350,000,000 without 10,000,000. The Borrower may offer to the existing Lenders and, with the consent of the LendersAdministrative Agent, subject however the Swingline Lender and any Issuing Lenders (which consents shall not be unreasonably withheld), one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Proposed Increase Amount pursuant to Section 1.05(b). (b) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall be bound by and entitled to the satisfaction benefits of each this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be amended to so increase the following terms and conditions:Commitment of such Lender. (ic) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial Any additional bank, financial institution or "accredited investor" (as defined other entity which the Borrower selects to offer participation in Regulation D of the Securities increased Commitment and Exchange Commissionwhich elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) reasonably acceptable to shall execute an Additional Lender Supplement with the Agent Borrower and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement Administrative Agent, substantially in the form of Schedule 3.4(bExhibit G, whereupon such bank, financial institution or other entity (herein called an “Additional Lender”) hereto and, upon such execution shall become a Lender for all purposes and to the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become same extent as if originally a party hereto and have shall be bound by and entitled to the rights benefits of this Agreement, and obligations Schedule 1.01 shall be deemed to be amended to add the name and Commitment of a such Additional Lender; provided that the Commitment of any such Additional Lender under this Credit Agreement as more specifically provided shall be in the New Commitment Agreement; andan amount not less than $5,000,000. (vd) Notwithstanding anything to the Agent contrary in this Section 1.05, (i) in no event shall promptly notify any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $400,000,000, and (ii) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (e) Subject to the terms and conditions hereof, each Additional Lender and each Lender of that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (Aeach, an “Accordion Lender”) shall, on the date upon which its Commitment or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make a Revolving Committed Amount Loan to the Borrower, and (B) each Lender's Commitment Percentagethe Borrower shall prepay outstanding Revolving Loans owing to the Lenders other than such Accordion Lender(s), in each case amounts such that, after giving effect to the one-time increase in making of such Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent Loan by such Accordion Lender and the prepayment of outstanding Revolving Loans owing to Lenders other than such Accordion Lender(s), the aggregate principal amount of Revolving Loans owing to each Lender shall make adjustments among equal such Lender’s Commitment Percentage (determined after giving effect to the Lenders with respect to new or increased Commitment of such Accordion Lender(s)) of the aggregate amount of the Revolving Loans outstanding hereunder and on such Accordion Effective Date. On such Accordion Effective Date, the Borrower shall pay to the Administrative Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order Revolving Loans prepaid on such Accordion Effective Date pursuant to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b1.05(e).

Additional Commitments. (a) Schedule 1 hereto sets forth the Additional Commitment of each Additional Lender as of the Assumption Effective Date (as defined below). The Borrower Additional Commitment of each Additional Lender shall be several and not joint. (b) The Additional Commitments and the Agent Revolving Loans and other extensions of credit made thereunder shall have the right same terms as those applicable to make a one-time increase in the Commitments and the Revolving Committed Amount up to an aggregate amount Loans and other extensions of $350,000,000 without credit made thereunder, respectively. With effect from the consent Assumption Effective Date, the Additional Lenders shall constitute “Qualified Additional Lenders”, “Revolving Loan Lenders” and “Lenders”, the Additional Commitments shall constitute “Commitments” and the loans made thereunder shall constitute “Revolving Loans” (and not Other Credit Extensions), in each case for all purposes of the Lenders, subject however to Credit Agreement and the satisfaction of each of the following terms and conditions:other Loan Documents. (i) to Upon the knowledge effectiveness of the AgentAdditional Commitments, no Default or Event of Default shall exist each Revolving Loan Lender immediately prior to such effectiveness will automatically and without further act be continuing at the time deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such increase; Revolving Loan Lender’s participations under the Credit Agreement in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations under the Credit Agreement in Letters of Credit and (y) participations under the Credit Agreement in Swing Line Loans held by each Revolving Loan Lender (including each such Additional Lender) will equal such Lender’s Pro Rata Share and (ii) if, on the Assumption Effective Date, there are any Revolving Loans outstanding, such increase Revolving Loans shall, upon the effectiveness of the Additional Commitments, be prepaid from the proceeds of new Revolving Loans made under the Credit Agreement, which prepayment shall occur only once;be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Loan Lender in accordance with Section 2.4 of the Credit Agreement. (iiid) such increase The Co-Borrowers hereby agree to pay to each Additional Lender, through the Administrative Agent, in immediately available funds, an upfront fee (the “Upfront Fee”) equal to 1.0% of each Additional Lender’s Additional Commitment, as set forth in Schedule 1 hereto, on the Assumption Effective Date. Once paid, the Upfront Fee shall not be allocated in the following order:refundable under any circumstances. (Ae) firstNo later than 60 days following the Assumption Effective Date, Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. ▇▇▇▇▇ or the Co-Borrowers, as applicable (the “Delivering Parties”), shall provide to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increaseAdministrative Agent such documentation, if any, in its Revolving Commitment and regarding the flood hazard status of the improved Mortgaged Properties as is required to be delivered to the Lenders under applicable Federal Emergency Management Agency (2or any successor agency) regulations as agreed by the parties; provided that, if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed AmountDelivering Parties commence compiling such documentation within such 60-day period, the Revolving Commitments of such Lenders period shall be increased on a pro rata basis according to the existing Commitment Percentage extended by such additional period of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (time as defined in Regulation D of the Securities and Exchange Commission) is reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders compile, prepare and deliver such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)documentation using reasonable diligence.

Additional Commitments. The (a) Subject to the terms and conditions hereof, at any time after the Closing Date and prior to Maturity Date, provided that no Event of Default has occurred and is continuing and that the Borrower is in pro forma compliance with the financial covenants in Section 5.1(1) (assuming the full incurrence and application of the Agent new Indebtedness in question), the Borrower may request that the Lenders or any other Persons provide additional Commitments (each, an “Additional Commitment”) which shall have serve to increase the right to make a one-time increase in aggregate existing Commitments, such that further Borrowings under the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following Credit become available thereunder upon identical terms and conditions:. (ib) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase Any Additional Commitment shall be allocated in the following order: (A) first, to the existing Lenders consenting documented pursuant to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Additional Commitment Agreement and (2) if the aggregate increases in the Revolving Commitments requested executed by the existing Lenders shall exceed the requested increase in the Revolving Committed AmountBorrower, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to Person providing the existing Additional Commitment Percentage of such Lenders; and (Bthe “Additional Lender”) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the Administrative Agent. Upon satisfaction of the other terms conditions precedent set out therein, the Additional Commitment in question shall become effective, and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (vi) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentageas to such agreement, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide Schedule 2.1 shall be deemed to be modified accordingly. (c) Notwithstanding anything to the contrary in this Agreement: (i) no Additional Commitment shall require the consent of any Lender other than the Additional Lender in question, but each Lender (upon surrender Additional Commitment shall require the approval of the existing Competitive Note of such Lender in Administrative Agent and the case of an existing LenderIssuing Bank, not to be unreasonably withheld; (ii) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall have any obligation to acquire any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to acquire any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of all Additional Commitments shall not exceed U.S.$50,000,000; (v) no amount of Additional Commitments requested at any one time shall be obligated less than U.S.$10,000,000; and (vi) the Borrower may pay such up-front, arrangement or other fees as may be agreed by the Administrative Agent and any Additional Lender in connection with the provision by such Additional Lender of an Additional Commitment; (d) For greater certainty, any Additional Lender shall be entitled to increase its Revolving Commitment share pro rata in any prepayments made by the Borrower pursuant to Section 2.9, and the terms obligations of this Section 3.4(b)the Credit Parties under any such Additional Commitment shall be secured pari passu with the other obligations of the Credit Parties under the Security Documents.

Additional Commitments. The Borrower and (A) KEL may notify the Facility Agent shall have (such notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to increase the right to make a one-time Total Commitments by the provision of additional commitments under the Facility (each such increase or, as the case may be, assumption in the Revolving Committed Amount up to commitments being an aggregate amount of $350,000,000 without the consent of the Lenders“Additional Commitment”), subject however to the satisfaction of each of the following terms and conditions:provided that, (i) the Additional Commitment Notice shall be delivered prior to the knowledge expiry of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increaseAvailability Period; (ii) such the increase in and/or, as the case may be, assumption of Additional Commitments is to take effect before the expiry of the Availability Period and the maximum aggregate amount of Additional Commitments (including all previous increases in and/or assumptions of Additional Commitments) shall occur only once;not exceed US$40,000,000; and (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount no Event of their Revolving Commitments; provided that (1) on Default is continuing or before the tenth Business Day following notification of would arise as a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower result of the desired increase, if any, in its Revolving Commitment and (2) if provision of the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such LendersAdditional Commitment; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of the Additional Commitment shall, for all purposes of this Section 3.4(b). The Borrower agrees thatAgreement, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment treated pursuant to the terms of this Section 3.4(bAgreement in the same manner as the existing Commitments. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of clause 3.2(A) above are fulfilled; and (ii) specify the date upon which the Additional Commitment is anticipated to be made available to the Borrower (the “Additional Commitment Date”); and (C) In the event that an Additional Lender is not a Party to this Agreement, KEL shall procure that on or prior to the Additional Commitment Date, such Additional Lender: delivers a Lender Accession Notice in the form set out in Schedule 12 (Form of Lender Accession Notice) duly completed and signed on behalf of the Additional Lender and specifying its Additional Commitment to the Facility Agent. (D) Subject to the conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Commitment for Utilisation under the Facility in accordance with the terms of this Agreement (as amended); (ii) the Additional Commitment shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Additional Commitment provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made, at the Borrower’s election, by the Borrower either: (a) making utilisations from the Additional Commitment in priority to utilisations from Commitments under the Facility or to effect a prepayment under the Facility to the existing Lenders (which amount may be redrawn by the Borrower); or (b) making its first utilisation under the Additional Commitment on the last day of the then Interest Period, in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (E) Each Additional Lender shall become a party to the Finance Documents (and be entitled to share in the Security created under the Security Documents, and benefit from the Deed of Guarantee, in accordance with the terms of the Finance Documents) if such Additional Lender accedes to the Finance Documents in accordance with the Finance Documents.

Additional Commitments. The Borrower and On or after the Agent Closing Date, if no Default shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: (i) to the knowledge of the Agent, no Default or Event of Default shall exist occurred and be continuing at such time, the time of such increase; (ii) such Borrower may, if it so elects, increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the aggregate amount of their Revolving Commitments; provided the Tranche A Commitments and the Tranche B Commitments (each tranche expressed in Australian Dollars), either by designating a Person not theretofore a Bank to become a Bank or by agreeing with an existing Bank that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving such Bank’s Tranche A Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders and/or Tranche B Commitment shall be increased on a pro rata basis according (which increase by any such existing Bank shall be at such existing Bank’s sole discretion). Upon execution and delivery by the Borrower and such Bank or other Person of an instrument of assumption in form reasonably satisfactory to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b)Facility Agent, such existing Bank shall have a Tranche A Commitment and/or Tranche B Commitment as therein set forth, or such other Person shall thereupon become a party hereto Bank with a Tranche A Commitment and/or Tranche B Commitment as therein set forth and have all the rights and obligations of a Lender under this Credit Agreement as more specifically Bank with such a Tranche A Commitment and/or Tranche B Commitment hereunder; provided in the New Commitment Agreement; and that (vi) the Agent Borrower shall provide prompt notice of such increase to the Facility Agent, which shall promptly notify each Lender of the other Banks and (Aii) the Revolving Committed Amount amount of such increase, together with all other increases in the aggregate amount of the Tranche A Commitments and (B) the Tranche B Commitments pursuant to this Section 2.1(c), does not exceed an aggregate amount of A$1,000,000,000. Upon any increase in the aggregate amount of the Tranche A Commitments pursuant to this Section 2.1(c), at the end of the then current Interest Period with respect to each Lender's Commitment PercentageGroup of Tranche A Loans then outstanding, the Borrower shall prepay such Group in each case its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article III, the Borrower shall then reborrow Tranche A Loans from the Tranche A Banks in proportion to their respective Tranche A Commitments after giving effect to such increase, until such time as all outstanding Tranche A Loans are held by the one-time increase Tranche A Banks in Revolving Commitment referred to in this Section 3.4(b)such proportion. On the date (which date shall be a Business Day) on which the Upon any increase in the Revolving Committed Amount occurs aggregate amount of the Agent and Tranche B Commitments pursuant to this Section 2.1(c), at the Lenders shall make adjustments among end of the Lenders then current Interest Period with respect to each Group of Tranche B Loans then outstanding, the Revolving Loans outstanding hereunder and amounts of principalBorrower shall prepay such Group in its entirety, interestand, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)extent the Borrower elects to do so and subject to the conditions specified in Article III, the Borrower shall then reborrow Tranche B Loans from the Tranche B Banks in proportion to their respective Tranche B Commitments after giving effect to such increase, until such time as all outstanding Tranche B Loans are held by the Tranche B Banks in such proportion.

Additional Commitments. The Borrower At any time and from time to time on and after the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Effective Date and prior to the satisfaction of each of the following terms Final Maturity Date, Parent and conditions: (i) Corp. may request one or more Lenders or other lending institutions to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) or assume a Revolving Note Commitment (in the case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate amount of at least $16,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $175,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its new existing, or increased (as applicable) Revolving assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the Revolving Note attached hereto as Schedule 2.1(e) (butincrease in, or in the case of a new Revolving Note given Assuming Lender, assumption of, such Lender's Commitment to an existing be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender that increases its Revolving Commitmentas to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, with notation thereon that it is given in substitution for and replacement (x) Annex I shall be deemed modified to reflect the revised Commitments of the original Revolving Note or any replacement notes thereofLenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (iiz) provide the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Lender (upon surrender Borrower shall, in coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of the existing Competitive Note certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Lender in Revolving Loans Pro rata on the case basis of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) their Commitments (but, in the case of a new Competitive Note given after giving effect to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes increase thereof). Each It is hereby agreed that any breakage costs of the parties hereto acknowledges and agrees that no Lender type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be obligated to increase its Revolving Commitment pursuant to for the terms account of this Section 3.4(b)the respective Borrowers.

Additional Commitments. (a) The Borrower and the Agent shall have the right at any time and from time to make a one-time increase in after the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Restatement Effective Date and prior to the satisfaction of each of the following terms and conditions: Final Maturity Date to request (i) to the knowledge of the Agent, so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more Additional Commitment Banks (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to clause (vi) below) provide Additional Commitments; it being understood and agreed, however, that (i) no Additional Commitment Bank shall exist and be continuing at obligated to provide an Additional Commitment as a result of any request by the time of such increase; Borrower, (ii) until such increase time, if any, as (x) such Additional Commitment Bank has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall occur only once; have been satisfied, such Additional Commitment Bank shall not be obligated to make Revolving Loans or participate in Letters of Credit, in excess of the amounts provided for herein, before giving effect to such Additional Commitments provided pursuant to this Section 1.16, (iii) any Additional Commitment Bank (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to clause (vi) below) may so provide an Additional Commitment without the consent of any other Additional Commitment Bank (it being understood and agreed that the consent of the Administrative Agent and each Letter of Credit Issuer (such increase consent (in either case) not to be unreasonably withheld or delayed) shall be allocated required if any such Additional Commitments are to be provided by a Person which is not already an Additional Commitment Bank), (iv) (x) each provision of Additional Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Additional Commitment Banks (including, in the following order: circumstances contemplated by clause (Avi) firstbelow, banks or other financial institutions who will become Additional Commitment Banks)) of at least $1,000,000 and (y) the aggregate amount of Additional Commitments provided pursuant to this Section 1.16 shall not exceed $100,000,000, (v) the existing Lenders consenting up-front fees payable to any Person providing an increase Additional Commitment in accordance with this Section 1.16 shall be as set forth in the amount of their Revolving Commitments; provided that relevant Additional Commitment Agreement, (1vi) if, on or before after the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify request by the Borrower of the desired increasethen existing Additional Commitment Banks to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, if any, the Borrower has not received Additional Commitments in its Revolving Commitment and an aggregate amount equal to that amount of the Additional Commitments which the Borrower desires to obtain pursuant to such request (2) if the aggregate increases as set forth in the Revolving Commitments requested notice provided by the existing Lenders shall exceed Borrower to the requested increase Administrative Agent as provided above), then the Borrower may request Additional Commitments from other banks or financial institutions (unless otherwise agreed by the Borrower and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according terms offered to the existing Additional Commitment Percentage of such Lenders; andBanks, and (vii) all actions taken by the Borrower pursuant to this Section 1.16 shall be done in coordination with the Administrative Agent. (Bb) secondAt the time of any provision of Additional Commitments pursuant to this Section 1.16, to any (i) the Borrower, the Administrative Agent and each such Additional Commitment Bank or other commercial bank, bank or financial institution or "accredited investor" which agrees to provide an Additional Commitment (as defined in Regulation D of the Securities each, an “Additional Bank”) shall execute and Exchange Commission) reasonably acceptable deliver to the Administrative Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New an Additional Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andExhibit E, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Bank’s Additional Commitment to occur upon delivery of such execution Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other terms and conditions of in this Section 3.4(b1.16 to the reasonable satisfaction of the Administrative Agent), (ii) if such Person Additional Bank is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes, such Additional Bank shall thereupon become a party hereto provide to the Borrower the appropriate Internal Revenue Service documentation described in Section 4.04, (iii) the Borrower shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be incurred pursuant to each Additional Commitment, together with evidence of good standing of the Borrower (if requested) and have (iv) the rights Borrower shall deliver to the Administrative Agent an opinion, in form and obligations of a Lender under this Credit Agreement as more specifically provided substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the New Commitment Agreement; and (vopinions of counsel delivered to the Banks on the Restatement Effective Date pursuant to Section 5.01(d) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender Additional Commitment Bank as to the occurrence of (A) the Revolving Committed Amount each Additional Commitment Date, and (Bx) on each Lender's such date, the Total Commitment Percentageunder, in and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Commitments and (y) on each case after giving effect such date, Schedule I shall be deemed modified to reflect the revised Additional Commitments of the affected Additional Commitment Banks. Notwithstanding anything to the one-time increase in Revolving Commitment referred to contrary contained in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees thatAgreement, in connection with any such increase in the Total Commitment pursuant to this Section 1.16, the Borrower shall, in coordination with the Administrative Agent and the Banks, repay outstanding Revolving Committed AmountLoans of certain Banks and, it will promptly (i) provide to if necessary, incur additional Revolving Loans from other Banks, in each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note case so that such Banks participate in each Borrowing of such Lender in Revolving Loans pro rata on the case basis of an existing Lender) a Revolving Note in the amount of its new or increased their Commitments (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given after giving effect to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes increase thereof). Each It is hereby agreed that any breakage costs of the parties hereto acknowledges and agrees that no Lender type described in Section 1.12 incurred by the Banks in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be obligated to increase its Revolving Commitment pursuant to for the terms account of this Section 3.4(b).the Borrower

Additional Commitments. The Borrower At any time and from time to time on and after the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Second Restatement Effective Date and prior to the satisfaction of each of the following terms Final Maturity Date, Parent and conditions: (i) Corp. may request one or more Lenders or other lending institutions to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) or assume a Revolving Note Commitment (in the case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate amount of at least $16,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $175,000,000. Parent, Corp. and each such Lender or other lending institution (each, an “Assuming Lender”) which agrees to increase its new existing, or increased (as applicable) Revolving assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the Revolving Note attached hereto as Schedule 2.1(e) (butincrease in, or in the case of a new Revolving Note given Assuming Lender, assumption of, such Lender’s Commitment to an existing be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender that increases its Revolving Commitmentas to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, with notation thereon that it is given in substitution for and replacement (x) Annex I shall be deemed modified to reflect the revised Commitments of the original Revolving Note or any replacement notes thereofLenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (iiz) provide the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Lender (upon surrender Borrower shall, in coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of the existing Competitive Note certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Lender in Revolving Loans pro rata on the case basis of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) their Commitments (but, in the case of a new Competitive Note given after giving effect to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes increase thereof). Each It is hereby agreed that any breakage costs of the parties hereto acknowledges and agrees that no Lender type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be obligated to increase its Revolving Commitment pursuant to for the terms account of this Section 3.4(b)the respective Borrowers.

Additional Commitments. The Borrower and the Agent shall have the right right, no more than two (2) times during the term of the Loan, to make request that Administrative Agent permit additional Revolving Loan Commitments and/or Term Loan Commitments to be added under the terms of this Agreement in excess of the Lenders’ then outstanding Revolving Loan Commitments and Term Loan Commitments in a oneminimum increment of at least Twenty Five Million Dollars ($25,000,000.00) in excess of the Lenders’ then outstanding Revolving Loan Commitments and Term Loan Commitments (the requested amount being, the “Additional Commitment Amount”), subject to the following: (a) The aggregate amount of the Lenders’ Commitments shall not exceed Three Hundred Twenty Five Million Dollars ($325,000,000.00). (b) Any such request shall be made by Borrower giving written notice (the “Additional Commitment Notice”) to Administrative Agent, which notice shall set forth such details with respect thereto as are reasonably requested by Administrative Agent, including, without limitation, whether the Additional Commitment Amount shall increase the then outstanding Revolving Loan Commitments or the then outstanding Term Loan Commitments. Upon receipt of the Additional Commitment Notice, Administrative Agent shall notify the then existing non-time Defaulting Lenders of the terms of such Additional Commitment Notice and each such Lender’s pro rata share (in proportion to the Applicable Percentages of the non-Defaulting Lenders) of the proposed Additional Commitment Amount and whether such Additional Commitment Amount shall increase the then outstanding Revolving Loan Commitments or Term Loan Commitments. If any Lender rejects the offer to increase its respective Revolving Loan Commitments or Term Loan Commitments or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the non-Defaulting Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata in proportion to the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. No Defaulting Lender may accept any portion of any Additional Commitment Amount. Administrative Agent shall notify Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) Borrower issuing additional or substitute Notes to the Accepting Lenders and reaffirming its obligations under the original Notes and Loan Documents, as amended pursuant to this Section 10.17, (iii) with respect to any Additional Commitment Amount that results in an increase in the Revolving Committed Amount up Loan Commitments, the Accepting Lenders that have agreed to an increase their respective Revolving Loan Commitments paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of its increased Revolving Commitment to the aggregate amount of $350,000,000 all increased Revolving Commitments after giving effect to such Additional Commitment Amount and, after giving effect to their receipt of such payment, the other Revolving Lenders’ pro rata shares of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Revolving Commitments to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount, (iv) Borrower, the Accepting Lenders and Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans (including, without limitation, modifications to the consent Security Documents) as shall be reasonably acceptable to Borrower, the Accepting Lenders and Administrative Agent and, if the Additional Commitment Amount involves an increase in the Revolving Loan Commitments, the Swingline Lender and the L/C Issuer, (v) the Guarantors executing and delivering reaffirmations of the LendersGuaranties in form and substance reasonably satisfactory to Administrative Agent, subject however (vi) Borrower paying all of Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing, (vii) Borrower paying to the Sole Lead Arranger, the Sole Bookrunner and the Accepting Lenders such fees as are due in connection with the Additional Commitment Amount pursuant to the Fee Letter, and (viii) the understanding that, with respect to any Additional Commitment Amount that results in an increase in the Term Loan Commitments, the only Term Loan Lenders that shall have any obligation to fund such Additional Commitment Amount shall be the Accepting Lenders that increase their Term Loan Commitments, which shall be several obligations of such Accepting Lenders and which funding shall be in proportion to the respective shares of such Additional Commitment Amount that such Accepting Lenders were allocated in response to the Additional Commitment Notice. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with clause (vii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.17 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the conditions set forth in Section 4.02 shall be satisfied, and (z) the REIT and Borrower shall be in pro forma compliance with the covenants set forth in Section 6.01 after giving effect to any Loans to be made on such date and the Additional Commitment Amount, and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall have received a certificate certifying as to the satisfaction of each of clauses (x), (y) and (z) dated such date (including calculations in reasonable detail showing pro forma compliance with the following terms covenants in Section 6.01) and conditions:executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders when the Additional Commitment Amount becomes effective. Each of the REIT and Borrower agrees to take such further reasonable action as may reasonably be requested by Administrative Agent in connection with any request pursuant to this Section 10.17. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with clause (b) above, Borrower may designate one or more proposed lenders to Administrative Agent (and, if such Additional Commitment Amount would involve an increase in the Revolving Commitments, the Swingline Lender and the L/C Issuer) to become Lenders under this Agreement with respect to such balance of the Additional Commitment Amount, subject in each case to the prior consent by Administrative Agent (and, if such Additional Commitment Amount would involve an increase in the Revolving Commitments, the Swingline Lender and the L/C Issuer), which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Institution. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing being in existence at the time of such increase; time, (ii) such increase shall occur only once; Borrower issuing new Notes to the new Lenders and reaffirming its obligations under the original Notes and Loan Documents, as amended pursuant to this Section 10.17, (iii) such increase shall be allocated with respect to any Additional Commitment Amount that results in the following order: (A) first, to the existing Lenders consenting to an increase in the Revolving Loan Commitments, such New Lenders that have agreed to provide Revolving Loan Commitments and Accepting Lenders paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that such new Lender’s and, if applicable, Accepting Lenders’ respective pro rata shares of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their Revolving Commitments; provided that Commitments as so increased to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount and, after giving effect to their receipt of such payment, the other Revolving Lenders’ pro rata shares of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Revolving Commitments to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount, (1iv) on or before Borrower, the tenth Business Day following notification new Lenders, any Accepting Lenders (if applicable) and Administrative Agent executing such other documents evidencing the addition of a requested the new Lenders as Lenders hereunder and the adjustment of the Commitments and the Loans (including, without limitation, modifications to the Security Documents) as shall be reasonably acceptable to Borrower, the new Lenders, the Accepting Lenders and Administrative Agent and, if the Additional Commitment Amount involves an increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed AmountLoan Commitments, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent Swingline Lender and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andL/C Issuer, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Guarantors executing and delivering reaffirmations of the Guaranties in form and substance reasonably satisfactory to Administrative Agent, (vi) Borrower paying all of Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing, (vii) Borrower paying to the Sole Lead Arranger, the Sole Bookrunner, the new Lenders and the Accepting Lenders such fees as are due in connection with the Additional Commitment Amount and (viii) the understanding that, with respect to any Additional Commitment Amount that results in an increase in the Term Loan Commitments, the only Term Loan Lenders that shall have any obligation to fund such Additional Commitment Amount shall be the new Lenders that have been approved pursuant to this Section 10.17(c) and any Accepting Lenders that are Term Loan Lenders, which shall be several obligations of such new Lenders and Accepting Lenders and which funding shall be in proportion to the respective shares of such Additional Commitment Amount that such new Lender and Accepting Lenders were allocated in response to the Additional Commitment Notice. Administrative Agent shall promptly notify each Lender pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with clause (Avii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.17 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the Revolving Committed Amount conditions set forth in Section 4.02 shall be satisfied, and (Bz) each Lender's Commitment Percentage, the REIT and Borrower shall be in each case pro forma compliance with the covenants set forth in Section 6.01 after giving effect to the one-time increase in Revolving Commitment referred any Loans to in this Section 3.4(b). On the be made on such date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders Additional Commitment Amount, and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall make adjustments among the Lenders with respect have received a certificate certifying as to the Revolving Loans outstanding hereunder and amounts satisfaction of principaleach of clauses (x), interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereofy) and (iiz) dated such date (including calculations in reasonable detail showing pro forma compliance with the covenants in Section 6.01) and executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders when the Additional Commitment Amount becomes effective. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes Administrative Agent (upon surrender on behalf of the existing Competitive Note Lenders) to enter into amendments and modifications of such Lender in this Agreement and the case of an existing Lender) a Competitive Note in other Loan Documents to the amount extent necessary to reflect the adjustment of the Commitments and the Loans, the addition of new Revolving Committed Amount substantially in Lenders and the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of other matters contemplated by this Section 3.4(b)Section.

Additional Commitments. (a) The Borrower and the Agent Company shall have the right right, at any time and from time to make a one-time increase in time, after the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Effective Date and prior to the satisfaction of each of the following terms and conditions: Commitment Expiration Date to request (i) to the knowledge of the Agent, so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall exist and be continuing at obligated to provide an Additional Commitment as a result of any request by the time of such increase; Company, (ii) such increase shall occur only once; any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) such increase shall be allocated in the following order: (A) firsteach provision of Additional Commitments on a given date pursuant to this Section 2.27 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1Administrative Agent) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) secondthe aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front fees payable to any other commercial bankAdditional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, financial institution or "accredited investor" (as defined in Regulation D of v) the Securities and Exchange Commission) Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.27 shall have the Borrower;same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.27 below and (vii) all actions taken by the Account Party pursuant to this Section 2.27 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.27. (ivb) The effectiveness of Additional Commitments pursuant to this Section 2.27 shall be subject to the occurrence of the following: (i) the Company, each Person providing a new Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall execute a New have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andExhibit I or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such execution Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other terms and conditions of set forth in this Section 3.4(b2.27 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such Person time shall thereupon become have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a party hereto United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the rights Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of (A) the Revolving Committed Amount each Additional Commitment Date, and (Bx) on each Lender's such date, the Total Commitment Percentageunder, and for all purposes of, this Agreement and each other Credit Document shall be increased by the aggregate amount of such Additional Commitments, (y) on each such date, the Commitment Schedule shall be deemed modified to reflect the revised Commitments of each affected Lender and (z) on each such date, the Company shall be deemed to have repaid and reborrowed all outstanding Loans (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Company, in each case after giving effect to accordance with the one-time increase in Revolving Commitment referred to in this requirements of Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b2.18). The Borrower agrees thatdeemed payments made pursuant to clause (z) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in connection with any such increase in the Revolving Committed Amountrespect of each Eurodollar Loan, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated subject to increase its Revolving Commitment indemnification by the Company pursuant to the terms provisions of this Section 3.4(b)2.25 if the deemed payment occurs other than on the last day of the related Interest Periods.

Additional Commitments. (a) The Borrower and the Agent shall have the right Company may at any time confirm that one or more Lenders or any other bank(s) (each an Accordion Lender) has agreed to make a one-time increase in the Revolving Committed Amount up to commit Additional Commitments by delivering an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Additional Commitment Notice to the satisfaction of Agent. (b) Each Additional Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each of the following terms Accordion Lender named therein and conditionsit specifies: (i) to the knowledge of date on which the Agent, no Default or Event of Default shall exist and be continuing at the time of such increaseAdditional Commitments are confirmed; (ii) such increase shall occur only once;the amount of the Additional Commitments; and (iii) such increase shall be the amount of the Additional Commitments allocated to each Accordion Lender named in the following orderAdditional Commitment Notice. (c) By countersigning the Additional Commitment Notice: (Ai) first, each Accordion ▇▇▇▇▇▇ agrees to commit the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in Additional Commitments set out against its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lendersname; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (ivii) each Person providing Accordion Lender which is not already a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andLender, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon agrees to become a party hereto and have to this Agreement as a Lender. (d) An increase in the rights and obligations of a Lender Commitments under this Credit Agreement as more specifically provided Clause 2.3 shall take effect on the date specified in the New Additional Commitment AgreementNotice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent of the Additional Commitment Notice; and (vii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Accordion Lender. 27 = NUMPAGES 135-2 133 The Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender upon being so satisfied. (f) No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall promptly inform the Lenders of such receipt. (h) The Agent shall notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent Company and the Lenders shall make adjustments among of the Lenders with respect to the Revolving Loans outstanding hereunder and increased amounts of principal, interest, fees and other amounts paid or payable the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly Clause 2.3. (i) provide For the avoidance of doubt: (i) the Additional Commitments shall have the same terms (other than as to each Lender providing a new or increased Revolving Commitment (upon surrender of upfront arrangement and underwriting fees and conditions precedent) as the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) Facility; and (ii) provide to each Lender (upon surrender the upfront arrangement and underwriting fees in respect of the existing Competitive Note of such Lender Additional Commitments shall be set out in a separate Additional Commitment Fee Letter entered into by an Obligor and the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (butrelevant Accordion Lender(s), in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees provided that no Accordion Lender shall be obligated to increase its Revolving Commitment pursuant offered or paid any fees on better terms than those which have been offered to the terms of this Section 3.4(b)Restatement Effective Date Lenders.

Additional Commitments. The Borrower At any time and from time to time on and after the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Restatement Effective Date and prior to the satisfaction of each of the following terms Final Maturity Date, Parent and conditions: (i) Corp. may request one or more Lenders or other lending institutions to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) or assume a Revolving Note Commitment (in the case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate amount of at least $9,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $75,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its new existing, or increased (as applicable) Revolving assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the Revolving Note attached hereto as Schedule 2.1(e) (butincrease in, or in the case of a new Revolving Note given Assuming Lender, assumption of, such Lender's Commitment to an existing be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender that increases its Revolving Commitmentas to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, with notation thereon that it is given in substitution for and replacement (x) Annex I shall be deemed modified to reflect the revised Commitments of the original Revolving Note or any replacement notes thereofLenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (iiz) provide the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Lender (upon surrender Borrower shall, in coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of the existing Competitive Note certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Lender in Revolving Loans pro rata on the case basis of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) their Commitments (but, in the case of a new Competitive Note given after giving effect to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes increase thereof). Each It is hereby agreed that any breakage costs of the parties hereto acknowledges and agrees that no Lender type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be obligated to increase its Revolving Commitment pursuant to for the terms account of this Section 3.4(b)the respective Borrowers.

Additional Commitments. (a) The Borrower and the Agent Company shall have the right right, at any time and from time to make a one-time increase in time, after the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Effective Date and prior to the satisfaction of each of the following terms and conditions: Commitment Expiration Date to request (i) to the knowledge of the Agent, so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall exist and be continuing at obligated to provide an Additional Commitment as a result of any request by the time of such increase; Company, (ii) such increase shall occur only once; any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) such increase shall be allocated in the following order: (A) firsteach provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1Administrative Agent) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) secondthe aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front fees payable to any other commercial bankAdditional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, financial institution or "accredited investor" (as defined in Regulation D of v) the Securities and Exchange Commission) Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the Borrower;same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (ivb) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Person providing a new Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall execute a New have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andExhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such execution Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other terms and conditions of set forth in this Section 3.4(b2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such Person time shall thereupon become have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a party hereto United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the rights Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentagean opinion, in each case after giving effect form and substance reasonably satisfactory to the one-time increase in Revolving Commitment referred Administrative Agent, from counsel to in this Section 3.4(b). On the date (which date shall be a Business Day) on which Company and such Designated Subsidiary Account Party reasonably satisfactory to the increase Administrative Agent and dated such date, covering certain matters similar to those set forth in the Revolving Committed Amount occurs the Agent and opinions of counsel delivered to the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment Effective Date pursuant to the terms of this Section 3.4(b).to

Additional Commitments. Subject to the terms and conditions hereof and of the Unit Subscription Agreement: (a) Each Member listed on Schedule II with a dollar amount set forth under column (2) opposite such Member’s name (each, a “Committed Member”) agrees to make, upon the issuance of Capital Calls meeting the requirements of this Article 5, additional cash Capital Contributions (“Commitment Contributions”) in an amount not to exceed in aggregate the amount set forth opposite the name of such Committed Member under column (2) on Schedule II (the “Additional Commitment” of such Committed Member) in exchange for Series A-2 Preferred Units. The Borrower amount, at a particular time, by which a Committed Member’s Additional Commitment exceeds the total amount of the Commitment Contributions previously made by such Committed Member pursuant to this Article 5 shall be the “Remaining Commitment” of such Committed Member at such time. For the avoidance of doubt, in no event shall any Member’s Additional Commitment or Remaining Commitment be increased without such Member’s prior written consent and in no event shall any Member be obligated at any time to make Capital Contributions in excess of its Remaining Commitment as of the time of such Capital Call less any amounts required to be funded pursuant to then outstanding Capital Calls. (b) The Management Committed Members shall have the option to increase their Additional Commitments in accordance with this Section 5.2(a). During the 31-day period beginning on December 1 and ending on December 31 of each of the years 2008, 2009 and 2010 (each such 31-day period a “Management Committed Member Exercise Period”), each Management Committed Member shall have the right, but not the obligation (a “Management Committed Member Option”), by delivery of written notice to the Company prior to the expiration of such Management Committed Member Exercise Period, to increase his Additional Commitment by the amount specified in such notice provided that the aggregate amount specified in all notices delivered by such Management Committed Member pursuant to this Section 5.2(a) shall not exceed 100% of such Management Committed Member’s Total Commitment as of the Effective Date and shall not exceed the Remaining Commitment of Warburg Pincus X as of the end of the applicable 31-day period. The delivery of a notice of election under this Section 5.2(a) by a Management Committed Member shall constitute an irrevocable commitment to fund such increased Additional Commitment. Upon receipt by the Company from a Management Committed Member of a timely delivered and properly executed notice of election, the Additional Commitment of such Management Committed Member shall be increased dollar-for-dollar by the amount specified in such notice and the Agent Additional Commitment of Warburg Pincus X shall be decreased dollar-for-dollar (which decrease shall be allocated pro rata between the entities comprising Warburg Pincus X) by the amount specified in such notice. If a Management Committed Member exercises a Management Committed Member Option pursuant to this Section 5.2(a), the first Capital Call following exercise of such a Management Committed Member Option shall be apportioned so that after such Management Committed Member makes the Commitment Contributions required by it pursuant to the Call Notice related to such Capital Call (i) the quotient (expressed as a percentage) obtained by dividing (a) the total amount of Commitment Contributions such Management Committed Member will have funded immediately after such Capital Call by (b) the total amount of Commitment Contributions all Committed Members will have funded immediately after such Capital Call will be equal to (ii) the quotient (expressed as a percentage) obtained by dividing (x) such Management Committed Member’s Total Commitment (calculated by including the increase in such Management Committed Member’s Additional Commitment as a result of the exercise of such Management Committed Member Option) by (y) the aggregate Total Commitments of all Committed Members. Notwithstanding the foregoing, the Board, in its sole discretion, shall be entitled, by delivery of written notice to the Management Committed Members on or prior to the December 1 of each Management Committed Member Exercise Period, to postpone the Management Committed Members’ right to exercise of any Management Committed Member Option for a period not to exceed 150 days from the expiration of the Management Committed Member Exercise Period if the Company is contemplating any material transaction, such notice to include a general explanation of the reason for such postponement. Following the expiration of any such postponement period, each Management Committed Member shall have the right to make a one-time increase exercise his postponed Management Committed Member Option in accordance with this Section 5.2(a), provided that the Revolving Management Committed Amount up Member Exercise Period for such Management Committed Member Option shall begin on the first day after the expiration of such postponement period and shall end on the 31st day after the expiration of such postponement period. All increases and decreases in Additional Commitments made pursuant to an aggregate amount of $350,000,000 without the consent this Section 5.2(a) shall be effective as of the Lenders, subject however expiration date of the applicable Management Committed Member Exercise Period (giving effect to any postponement of a Management Committed Member Option). (c) In connection with any adjustment to the satisfaction of each Additional Commitments of the Committed Members in connection with the reallocation of Future Series A-2 Preferred Units to employees of the Company or its Subsidiaries (including members of the Management Team) or non-employee Managers of the Company (each such employee or Manager, a “Reallocated Committed Member”) pursuant to Section 3.1 of the Unit Subscription Agreement, the Board, in its sole discretion, may elect to apportion the first Capital Call following terms and conditions: such adjustment in a manner such that after such Reallocated Committed Member makes the Commitment Contributions required by it pursuant to the Call Notice related to such Capital Call (i) the quotient (expressed as a percentage) obtained by dividing (a) the total amount of Commitment Contributions such Reallocated Committed Member will have funded immediately after such Capital Call by (b) the total amount of Commitment Contributions all Committed Members will have funded immediately after such Capital Call will be equal to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; the quotient (iiiexpressed as a percentage) obtained by dividing (x) such increase shall be allocated in the following order: Reallocated Committed Member’s Total Commitment by (Ay) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Total Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving all Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)Members.

Additional Commitments. The Borrower and (A) KEL may notify the Facility Agent shall have (such notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to increase the right to make a one-time Total Commitments by the provision of additional commitments under the Facility (each such increase or, as the case may be, assumption in the Revolving Committed Amount up to commitments being an aggregate amount of $350,000,000 without the consent of the Lenders“Additional Commitment”), subject however to the satisfaction of each of the following terms and conditionsprovided that: (i) the Additional Commitment Notice shall be delivered prior to the knowledge expiry of the Agent, Availability Period; (ii) no Default or Event of Default is continuing or would arise as a result of the provision of the Additional Commitment; (iii) the terms of the Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to the terms of this Agreement in the same manner as the existing Commitments; and (iv) the Total Commitments will not exceed USD 300 million as a result of such Additional Commitment unless the Majority Lenders have provided their consent to an increase above USD 300 million. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of paragraph (A) above are fulfilled; and (ii) specify the date upon which the Additional Commitment is anticipated to be made available to the Borrowers (the “Additional Commitment Date”); and (C) In the event that an Additional Lender is not a Party to this Agreement, KEL shall exist procure that on or prior to the Additional Commitment Date, such Additional Lender delivers a Lender Accession Notice duly completed and signed on behalf of the Additional Lender and specifying its Additional Commitment to the Facility Agent. (D) Subject to the conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Commitment for Utilisation under the Facility in accordance with the terms of this Agreement (as amended); (ii) the Additional Commitment shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Additional Commitment provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made by a Borrower either: (a) making utilisations from the Additional Commitment within five Business Days of the relevant Additional Commitment Date in priority to utilisations from Commitments under the Facility or to effect a prepayment under the Facility to the existing Lenders (which amount may be redrawn by the Borrowers); or (b) making its first utilisation under the Additional Commitment on the last day of the then Interest Period, at that Borr▇▇▇▇'▇ ▇lection, in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (E) Each Additional Lender shall become a party to the Finance Documents (and be continuing at entitled to share in the time Security Interests created under the Security Documents and benefit from the Deed of Guarantee, in accordance with the terms of the Finance Documents) if such Additional Lender accedes to the Finance Documents in accordance with the Finance Documents. (F) Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lend▇▇ ▇▇▇ each Party agrees to be bound by such accession. The Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (G) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the accession of such Additional Lender. (H) On the date that the Facility Agent executes a Lender Accession Notice: (i) the Additional Lender party to that Lender Accession Notice, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been a Lender on the date of this Agreement with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Commitment specified by it as its Additional Commitment; and (ii) that Additional Lender shall become a Party to this Agreement as a “Lender”. (I) Clause 22.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 3.2 in relation to an Additional Lender as if references in that clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, “New Lender” were references to the existing Lenders consenting that “Additional Lender”; and a “re-transfer” and “re-assignment” were references to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of respectively a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment “transfer” and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)“assignment”.

Additional Commitments. The At any time prior to the Maturity Date (as such date may be extended pursuant to Section 2.15), the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an “Incremental Commitment” and the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up any loans made pursuant to an aggregate amount of $350,000,000 without the consent of the LendersIncremental Commitment herein called “Incremental Loans”); provided, subject however to the satisfaction of each of the following terms and conditions: however, that (i) no Incremental Commitment shall be less than $5,000,000, (ii) the aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the knowledge Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the AgentAppraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Default or Event of Default shall exist have occurred and be continuing at on the time date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such increase; documents (ii) such increase shall occur only once; (iii) such increase shall be allocated including documents required to reflect increases in the following order: Mortgage and the Title Policy) and the payment of such fees and taxes (A) firstincluding origination fees in an amount equal to one-half of one percent of the Incremental Commitment, to legal fees and mortgage recording taxes on the existing Lenders consenting to an increase in the amount of their Revolving Commitmentsthe Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided provided, however, that (1A) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower shall offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the desired increase, if anyIncremental Commitments may elect or decline, in its Revolving sole discretion, to provide all or any portion of such Incremental Commitment offered to it and (2C) if any Eligible Assignee to whom the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed Borrower proposes any portion of the requested increase in the Revolving Committed Amount, the Revolving Incremental Commitments of such Lenders be allocated that is not already a Lender shall be increased on a pro rata basis according satisfactory to the existing Commitment Percentage of such Lenders; and Administrative Agent (Bwhose approval shall not be unreasonably withheld or delayed) second, and shall become a party to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities this Agreement by completing and Exchange Commission) reasonably acceptable delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower; Borrower (ivan “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) each Person providing a new Commitment such Eligible Assignee shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become thereafter be deemed to be a party hereto to this Agreement and have the rights shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide Schedule 1.1 shall be deemed to each Lender (upon surrender of have been amended to reflect the existing Competitive Note Commitment of such Lender Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the case of an existing Lender) a Competitive Note in the full amount of each Incremental Commitment on the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (butdate such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, in the case of a new Competitive Note given to an existing Lenderall Incremental Loans shall constitute Loans, with notation thereon that it is given in substitution and all Incremental Lenders shall constitute Lenders, for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms purposes of this Section 3.4(b)Agreement and all other Loan Documents.

Additional Commitments. The At any time on or before December 15, 2008, the Borrower and the Agent shall have the right right, exercisable no more than two (2) times, to make a one-time increase request that the Administrative Agent permit additional Commitments to be added under the terms of this Agreement in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent excess of the Lenders’ then outstanding Commitments in a minimum increment of at least Fifty Million Dollars ($50,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the requested amount being, the “Additional Commitment Amount”), to be allocated to the Commitments, subject however to the satisfaction of each of the following terms and conditionsfollowing: (i) The aggregate amount of the Lenders’ Commitments shall not exceed One Billion Dollars ($1,000,000,000) less the amounts of any prior reductions or terminations of Commitments pursuant to Section 2.09(d), and (ii) the Additional Commitment Amount shall not exceed Three Hundred Million Dollars ($300,000,000) in the aggregate. (b) Any such request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the knowledge Administrative Agent before September 15, 2008, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the AgentAdditional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or Event of Default shall exist and be continuing being in existence at the time of such increase; time, (ii) such increase shall occur only once; the Borrower issuing substitute Notes, (iii) such increase shall be allocated in the following order: (A) first, Accepting Lenders paying to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that Administrative Agent (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction behalf of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (vLenders) the aggregate amount determined by the Administrative Agent shall promptly notify to be necessary so that each Lender Initial Accepting Lender’s pro rata share of (A) outstanding Loans and LC Exposure, if applicable, matches the Revolving Committed Amount and (B) each Lender's ratio of its increased Commitment Percentage, in each case to the aggregate amount of all revised Commitments after giving effect to the one-time increase Additional Commitment Amount, (iv) the Borrower, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in Revolving Commitment referred to in this Section 3.4(b). On the date (which date Commitments and the Loans as shall be a Business Day) on which reasonably acceptable to the increase in Borrower, the Revolving Committed Amount occurs Accepting Lenders, the Administrative Agent and the Issuing Lender and (v) the Borrower paying all of the Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders shall make adjustments among their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with paragraph (b) above, the Borrower may designate one or more proposed lenders to the Administrative Agent and the Issuing Lender to become Lenders under this Agreement with respect to such balance of the Revolving Additional Commitment Amount (but in no event with proposed commitments of less than $10,000,000 unless the Administrative Agent consents thereto), subject in each case to the prior approval of the Administrative Agent and the Issuing Lender, which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Assignee. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the new Lenders, (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans outstanding and LC Exposure matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower, the new Lenders and the Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and amounts the adjustment of principal, interest, fees the Commitments and other amounts paid or payable with respect thereto Loans as shall be necessary in order reasonably acceptable to reallocate among the Lenders Borrower, the Administrative Agent and the Issuing Lender, including each such outstanding amounts based on new Lender’s compliance with the new Commitment Percentages provisions of clauses (ii), (iii) and to otherwise carry out fully (v) of Section 9.04(b), and (v) the terms Borrower paying all of this Section 3.4(b). The Borrower agrees that, the Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such increase new Lenders in accordance with the Revolving Committed Amountimmediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment hereby authorizes the Administrative Agent (upon surrender on behalf of the existing Revolving Note Lenders) to enter into amendments and modifications of such Lender in this Agreement and the case of an existing Lender) a Revolving Note in other Loan Documents to the amount of its new or increased (as applicable) Revolving Commitment substantially in extent necessary to reflect the form adjustment of the Revolving Note Commitments and the Loans, the addition of new Lenders and the other matters contemplated by this Section.” (cc) Schedule 2.01 is hereby deleted in its entirety and replaced with Schedule 2.01 attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)hereto.

Additional Commitments. (a) The Borrower and may notify the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent if one or more of the LendersLenders or any other bank, subject however financial institution, trust, fund or other entity has agreed to commit Additional Commitments by delivering an Additional Commitment Notice to the satisfaction of each of the following terms Agent. (b) An Additional Commitment Notice is irrevocable and conditionswill not be regarded as having been duly completed unless: (i) to the knowledge of the Agentit lists each Proposed Additional Lender, no Default or Event of Default shall exist and be continuing at the time of such increasetogether with its Proposed Additional Commitment for Facility A and/or Facility B; (ii) such increase shall it specifies that no Default has occurred and is continuing as at the date of the Additional Commitment Notice or would reasonably be expected to occur only onceas a result of the Borrower borrowing the Requested Amount; and (iii) it specifies that borrowing the Requested Amount would not cause any borrowing or similar limit binding on the Borrower to be exceeded. (c) If each of the conditions set out in paragraph (d) below have been satisfied in form and substance satisfactory to the Agent, the Agent shall, as soon as reasonably practicable: (i) execute each Additional Lender Accession Notice; (ii) execute the Additional Commitment Notice; (iii) such increase shall be allocated notify the Borrower and each Additional Lender that it is satisfied that each of the conditions set out in the following orderparagraph (d) below have been met, whereupon: (A) first, to the existing Lenders consenting each Additional Lender party to an increase in Additional Lender Accession Notice shall become a Party as a Facility A Lender and/or a Facility B Lender; (B) the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested Additional Commitments will increase Facility A and Facility B respectively in accordance with the Proposed Additional Commitments for Facility A and the Proposed Additional Commitments for Facility B set out in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Additional Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such LendersNotice; and (BC) secondsubject to the terms of this Agreement, the Additional Lenders shall make available to any other commercial bank, financial institution or "accredited investor" the Borrower a term loan facility in an aggregate amount equal to the Total Additional Commitments. (as defined d) The conditions referred to in Regulation D of the Securities and Exchange Commissionparagraph (c) reasonably acceptable above are: (i) delivery to the Agent of a duly completed and executed Additional Commitment Notice by the BorrowerBorrower not later than the date falling three Months after the initial Utilisation Date less five Business Days; (ii) delivery to the Agent of a duly executed Additional Lender Accession Notice by each Proposed Additional Lender and, in each case, the Borrower not later than the date falling three Months after the initial Utilisation Date less five Business Days; (iii) that the Requested Amount is equal to the aggregate of the Proposed Additional Commitments; (iv) the Proposed Additional Commitment of each Person providing a new Proposed Additional Lender is equal to the Additional Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; andthat Additional Lender; (v) the Agent shall promptly notify satisfying itself that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the accession of each Lender of Proposed Additional Lender; and (Avi) the Revolving Committed provision by the Borrower of such other details, Authorisations or other documents, opinions or assurances as the Agent may reasonably require (if the aggregate amount of the Total Commitments and the Requested Amount exceeds the amount approved in the corporate authorisations delivered as conditions precedent under Clause 4.1 (Initial conditions precedent) and (B) each Lender's Commitment Percentage, in each case after giving effect it has notified the Borrower accordingly prior to the one-time increase in Revolving date falling five Business Days after receipt by the Agent of an Additional Commitment referred to in this Section 3.4(bNotice). . (e) On the date Additional Commitments Establishment Date, each Additional Lender expressly acknowledges and gives each confirmation contained in Clause 22.4 (which date shall be a Business DayLimitation of responsibility of Existing Lenders) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly if: (i) provide to each that Additional Lender providing was a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such New Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender under that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and clause; and (ii) provide each Finance Party (other than that Additional Lender) was an Existing Lender under that clause. (f) Prior to the issuance of an Additional Commitment Notice, the Borrower shall invite each Lender to provide any Additional Commitments. (upon surrender g) Each Finance Party irrevocably authorises and instructs the Agent to execute on its behalf any Additional Commitment Notice which has been duly completed and signed on behalf of the existing Competitive Note Borrower. (h) Each Finance Party (other than the relevant Proposed Additional Lender party to that Additional Lender Accession Notice) irrevocably authorises and instructs the Agent to execute on its behalf any Additional Lender Accession Notice which has been duly completed and signed on behalf of that Proposed Additional Lender and the Borrower and each Finance Party agrees to be bound by each such Lender in the case of an existing Lenderaccession. (i) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving The Borrower may deliver only one Additional Commitment pursuant to the terms of Notice under this Section 3.4(b)Agreement.

Additional Commitments. The Borrower and the Agent shall have the right right, no more than two (2) times during the term of the Loan, to make request that Administrative Agent permit additional Commitments to be added under the terms of this Agreement in excess of the Lenders’ then outstanding Commitments in a one-time increase minimum increment of at least Ten Million Dollars ($10,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the Revolving Committed Amount up requested amount being, the “Additional Commitment Amount”), subject to an the following: (a) The aggregate amount of the Lenders’ Commitments shall not exceed One Hundred Fifty Million Dollars ($350,000,000 150, 000,000). (b) Any such request shall be made by Borrower giving written notice (the “Additional Commitment Notice”) to Administrative Agent, which notice shall set forth such details with respect thereto as are reasonably requested by Administrative Agent. Upon receipt of the Additional Commitment Notice, Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. Administrative Agent shall notify Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of the Lendersany other Lender, subject however subject, however, to the satisfaction of each of the following terms and conditions: (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing being in existence at the time of such increase; time, (ii) such increase shall occur only once; Borrower issuing substitute Notes, (iii) such increase shall be allocated in the following order: Accepting Lenders paying to Administrative Agent (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction behalf of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (vLenders) the aggregate amount determined by Administrative Agent shall promptly notify to be necessary so that each Lender Accepting Lender’s pro rata share of (A) outstanding Loans and L/C Obligations matches the Revolving Committed Amount and (B) each Lender's ratio of its increased Commitment Percentage, in each case to the aggregate amount of all revised Commitments after giving effect to the one-time increase Additional Commitment Amount, (iv) Borrower, the Accepting Lenders and Administrative Agent executing such other documents evidencing such adjustments in Revolving Commitment referred to in this Section 3.4(b). On the date (which date Commitments and the Loans as shall be a Business Day) on which reasonable acceptable to Borrower, the increase in the Revolving Committed Amount occurs the Accepting Lenders, Administrative Agent and the L/C Issuer and (v) Borrower paying all of Administrative Agent’s reasonable out-of- pocket expenses in connection with the foregoing. Administrative Agent shall promptly pay to the applicable Lenders shall make adjustments among their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with clause (b) above, Borrower may designate one or more proposed lenders to Administrative Agent and the L/C Issuer to become Lenders under this Agreement with respect to such balance of the Revolving Additional Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless Administrative Agent consents thereto), subject in each case to the prior approval of Administrative Agent and the L/C Issuer, which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Assignee. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) Borrower issuing substitute Notes to the new Lenders, (iii) such new Lenders paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans outstanding and L/C Obligations matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) Borrower, the new Lenders and Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and amounts the adjustment of principal, interest, fees the Commitments and other amounts paid or payable with respect thereto Loans as shall be necessary in order reasonably acceptable to reallocate among Borrower, Administrative Agent and the Lenders L/C Issuer, including each such outstanding amounts based on new Lender’s compliance with the new Commitment Percentages provisions of clauses (ii), (iii) and to otherwise carry out fully the terms (v) of this Section 3.4(b9.04(b). The , and (v) Borrower agrees that, paying all of Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such increase new Lenders in accordance with the Revolving Committed Amountimmediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment hereby authorizes Administrative Agent (upon surrender on behalf of the existing Revolving Note Lenders) to enter into amendments and modifications of such Lender in this Agreement and the case of an existing Lender) a Revolving Note in other Loan Documents to the amount of its new or increased (as applicable) Revolving Commitment substantially in extent necessary to reflect the form adjustment of the Revolving Note attached hereto as Schedule 2.1(e) (butCommitments and the Loans, in the case addition of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for Lenders and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of other matters contemplated by this Section 3.4(b)Section.

Additional Commitments. The Borrower and the Agent shall have the right right, at any time prior to make a one-time the Initial Maturity Date, but in any case not more than three (3) times, to cause the Administrative Agent to increase the total Commitments up to $700,000,000, subject to the following: (a) Any request for increase in the Revolving Committed total Commitments shall be by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent thirty (30) days prior to the date upon which the Borrower shall desire such increase to become effective, and shall set forth (1) the requested amount of the additional commitment (the “Additional Commitment Amount”), which Additional Commitment Amount up to shall be in the minimum amount of $25,000,000 and an integral multiple of $5,000,000 in excess thereof and (2) such details with respect thereto as are reasonably requested by the Administrative Agent. (b) The aggregate amount of the Lenders’ Commitments after giving effect to the Additional Commitment Amount shall not exceed $350,000,000 750,000,000. (c) Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this clause (c) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of the Lendersany other Lender, subject however subject, however, to the satisfaction of each of the following terms and conditions: (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing being in existence at the time of such increase; time, (ii) such increase shall occur only once; the Borrower issuing substitute Notes, (iii) such increase shall be allocated in the following order: (A) first, Accepting Lenders paying to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that Administrative Agent (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction behalf of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (vLenders) the aggregate amount determined by the Administrative Agent shall promptly notify to be necessary so that each Lender Accepting Lender’s pro rata share of (A) outstanding Loans and LC Exposure matches the Revolving Committed Amount and (B) each Lender's ratio of its increased Commitment Percentage, in each case to the aggregate amount of all revised Commitments after giving effect to the one-time increase Additional Commitment Amount, (iv) the Loan Parties, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in Revolving Commitment referred to in this Section 3.4(b). On the date (which date Commitments and the Loans as shall be a Business Day) on which reasonably acceptable to the increase in Loan Parties, the Revolving Committed Amount occurs Accepting Lenders, the Administrative Agent and the Lenders shall make adjustments among Issuing Bank, (v) the Lenders with respect to Borrower paying the Revolving Loans outstanding hereunder and amounts Administrative Agent for the account of principal, interest, each Accepting Lender such upfront fees and other amounts paid or payable with respect thereto as shall be necessary in order agreed to reallocate among by the Lenders Borrower and the Administrative Agent prior to the Administrative Agent commencing its efforts under this paragraph (c), (vi) the Borrower paying the Arranger such outstanding amounts based on fees as shall be agreed to by the new Commitment Percentages Borrower and the Arranger prior to otherwise carry out fully the terms Administrative Agent commencing its efforts under this paragraph (c) and (vii) the Borrower paying all of this Section 3.4(b). The Borrower agrees that, the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing. (d) In the event that the Additional Commitment Amount is not achieved pursuant to paragraph (c) above, the Arranger shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange for additional lenders with Commitments aggregating up to the Additional Commitment Amount. The Arranger shall submit a list of additional proposed syndicate members to the Borrower for its review and approval, which approval shall not be unreasonably withheld or delayed. If any such increase proposed lenders are so approved by the Administrative Agent, the Issuing Bank and the Borrower, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the Revolving Committed Amountconsent of any other Lenders, it will promptly subject, however, to (i) provide no Default or Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes to each Lender providing a the new or increased Revolving Commitment Lenders, (upon surrender iii) such new Lenders paying to the Administrative Agent (on behalf of the existing Revolving Note other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of such Lender in outstanding Loans and LC Exposure matches the case ratio of an existing Lender) a Revolving Note in its Commitment to the aggregate amount of its new or increased all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower paying to the Lenders the amounts payable, if any, to such Lenders pursuant to Section 2.16 as applicable) Revolving Commitment substantially in the form a result of the Revolving Note attached hereto prepayment of any such Loans, (v) the Loan Parties, the new Lenders and the Administrative Agent executing such other documents evidencing their addition as Schedule 2.1(e) (but, in Lenders hereunder and the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement adjustment of the original Revolving Note or any replacement notes thereofCommitments and Loans as shall be reasonably acceptable to the Borrower, the Administrative Agent and the Issuing Bank, (vi) the Borrower paying the Arranger for the account of each new lender such upfront fees as shall be agreed to by the Borrower and the Arranger prior to the Arranger commencing its efforts under this paragraph (d), (vii) the Borrower paying the Arranger such fees as shall be agreed to by the Borrower and the Arranger prior to the Arranger commencing its efforts under this paragraph (d) and (iiviii) provide the Borrower paying all of the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing. (e) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (upon surrender on behalf of the existing Competitive Note Lenders) to enter into amendments and modifications of such Lender in this Agreement and the case of an existing Lender) a Competitive Note in other Loan Documents to the amount extent necessary to reflect the adjustment of the new Revolving Committed Amount substantially in Commitments and the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of Loans contemplated by this Section 3.4(b)Section.

Additional Commitments. The (a) Subject to the terms and conditions hereof, at any time after the Effective Date and prior to the Maturity Date, provided that no Event of Default has occurred and is continuing and that the Borrower is in pro forma compliance with the financial covenants in Section 5.1(12) (assuming the full incurrence and the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent application of the Lendersnew Indebtedness in question), subject however the Borrower may request that the Lenders or any other Persons provide additional Commitments (each, an “Additional Commitment”) which shall serve to increase the satisfaction of each of the following Credit, such that further Loans become available thereunder upon identical terms and conditions:. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, (i) to the knowledge of the AgentAdditional Commitment in question shall become effective, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Administrative Agent shall promptly notify each Lender as to such agreement, and (iii) Schedule 2.1 shall be deemed to be modified accordingly. (c) Notwithstanding anything to the contrary in this Agreement: 24708069.14 (i) no Additional Commitment shall require the consent of any Lender other than the Additional Lender in question, but each Additional Commitment shall require the approval of the Administrative Agent, not to be unreasonably withheld; (Aii) no Lender shall have any obligation to participate in any Additional Commitment unless it agrees to do so in its sole discretion; (iii) no Lender shall have the right to participate in any Additional Commitment or receive prior notice thereof, regardless of the fact that its share in the aggregate Commitments is reduced thereby; (iv) the Revolving Committed Amount and aggregate amount of all Additional Commitments shall not exceed U.S. $100,000,000; (Bv) each Lender's Commitment Percentagethe aggregate amount of all Additional Commitments requested at any one time shall not be less than U.S.$10,000,000; and (vi) the Borrower may pay such up-front, in each case after giving effect to arrangement or other fees as may be agreed by the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Administrative Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, any Additional Lender in connection with any the provision by such increase in the Revolving Committed Amount, it will promptly (i) provide to each Additional Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing LenderAdditional Commitment. (d) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (butFor greater certainty, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Additional Lender shall be obligated entitled to increase its Revolving Commitment share pro rata in any prepayments made by the Borrower pursuant to Section 2.9, and the terms obligations of this Section 3.4(b)the Credit Parties under any such Additional Commitment shall be secured pari passu with the other obligations of the Credit Parties under the Loan Documents.

Additional Commitments. The Borrower and the Agent shall have the right from time to make a one-time to cause the Administrative Agent to increase in the Revolving Committed Amount total Commitments by up to an aggregate amount of $350,000,000 without the consent of the Lenders100,000,000, subject however to the satisfaction of each of the following terms and conditions: (ia) Any request for increase in the total Commitments shall be by the Borrower giving written notice (the “Additional Commitment Notice”) to the knowledge of Administrative Agent at least ten (10) Business Days prior to the Agent, no Default or Event of Default date upon which the Borrower shall exist and be continuing at the time of such increase; (ii) desire such increase to become effective, and shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that set forth (1) on the requested amount of the additional commitment (the “Additional Commitment Amount”), which Additional Commitment Amount shall be in the minimum amount of $5,000,000 and an integral multiple of $5,000,000 in excess thereof and (2) such details with respect thereto as are reasonably requested by the Administrative Agent. (b) The aggregate amount of the Lenders’ Commitments after giving effect to the Additional Commitment Amount shall not exceed $200,000,000. (c) Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or before accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, the tenth Business Day following notification of a requested Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the Revolving Committed Amountsum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this clause (c) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), each such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the desired increase, if any, in its Revolving Additional Commitment and (2) if the aggregate increases in the Revolving Commitments requested Amount by the existing Lenders shall exceed Lenders. If such acceptances are satisfactory to the requested increase in the Revolving Committed AmountBorrower, the Revolving Commitments of such the Accepting Lenders shall be increased on a pro rata basis according by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default and no Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the existing Commitment Percentage of Lenders whose Commitments have changed (if requested by such Lenders; and Lender(s)), (Biii) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable Accepting Lenders paying to the Administrative Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction on behalf of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (vLenders) the aggregate amount determined by the Administrative Agent shall promptly notify to be necessary so that each Lender Accepting Lender’s pro rata share of (A) outstanding Loans matches the Revolving Committed Amount and (B) each Lender's ratio of its increased Commitment Percentage, in each case to the aggregate amount of all revised Commitments after giving effect to the one-time increase in Revolving Additional Commitment referred to in this Section 3.4(b). On Amount, (iv) the date Loan Parties, the Accepting Lenders and the Administrative Agent (which date shall be a Business Dayon behalf of the Lenders) on which the increase executing such other documents evidencing such adjustments in the Revolving Committed Amount occurs the Agent Commitments and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order reasonably acceptable to reallocate among the Loan Parties, the Accepting Lenders and the Administrative Agent, (v) the Borrower paying the Administrative Agent for the account of each Accepting Lender such outstanding amounts based on upfront fees as shall be agreed to by the new Commitment Percentages Borrower and the Administrative Agent prior to otherwise carry out fully the terms Administrative Agent commencing its efforts under this paragraph (c), and (vi) the Borrower paying all of this Section 3.4(b). The Borrower agrees that, the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing. (d) In the event that the Additional Commitment Amount is not achieved pursuant to paragraph (c) above, Administrative Agent shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange for additional lenders with Commitments aggregating up to the Additional Commitment Amount. Administrative Agent shall submit a list of additional proposed syndicate members to the Borrower for its review and approval. If any such increase proposed lenders are so approved by the Borrower, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the Revolving Committed Amountconsent of any other Lenders, it will promptly subject, however, to (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender no Default and no Event of the existing Revolving Note of Default being in existence at such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (buttime, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide the Borrower issuing Notes to the new Lenders (if so requested by such new Lender(s)), (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower paying to the Lenders the amounts payable, if any, to such Lenders pursuant to Section 2.16 as a result of the prepayment of any such Loans, (v) the Loan Parties, the new Lenders and the Administrative Agent (on behalf of the Lenders) executing such other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Loans as shall be reasonably acceptable to the Borrower and the Administrative Agent, (vi) the Borrower paying the Administrative Agent for the account of each new Lender such upfront fees as shall be agreed to by the Borrower prior to Administrative Agent commencing its efforts under this paragraph (d), and (vii) the Borrower paying all of the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing. (e) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Borrower and the Administrative Agent (upon surrender on behalf of the existing Competitive Note Lenders) to enter into amendments and modifications of such Lender in this Agreement and the case of an existing Lender) a Competitive Note in other Loan Documents to the amount extent necessary to reflect the adjustment of the new Revolving Committed Amount substantially in Commitments and the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of Loans contemplated by this Section 3.4(b)Section.

Additional Commitments. (a) The Borrower and the Agent Company shall have the right at any time and from time to make a one-time increase in after the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Restatement Effective Date and prior to the satisfaction of each of the following terms and conditions: Final Maturity Date to request (i) to the knowledge of the Agent, so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more Additional Commitment Banks (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to clause (vi) below) provide Additional Commitments; it being understood and agreed, however, that (i) no Additional Commitment Bank shall exist and be continuing at obligated to provide an Additional Commitment as a result of any request by the time of such increase; Company, (ii) until such increase time, if any, as (x) such Additional Commitment Bank has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall occur only once; have been satisfied, such Additional Commitment Bank shall not be obligated to make Revolving Loans or participate in Letters of Credit, in excess of the amounts provided for herein, before giving effect to such Additional Commitments provided pursuant to this Section 1.16, (iii) any Additional Commitment Bank (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to clause (vi) below) may so provide an Additional Commitment without the consent of any other Additional Commitment Bank (it being understood and agreed that the consent of the Administrative Agent and each Letter of Credit Issuer (such increase consent (in either case) not to be unreasonably withheld or delayed) shall be allocated required if any such Additional Commitments are to be provided by a Person which is not already an Additional Commitment Bank), (iv) (x) each provision of Additional Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Additional Commitment Banks (including, in the following order: circumstances contemplated by clause (Avi) firstbelow, banks or other financial institutions who will become Additional Commitment Banks)) of at least $1,000,000 and (y) the aggregate amount of Additional Commitments provided pursuant to this Section 1.16 shall not exceed $100,000,000, (v) the existing Lenders consenting up-front fees payable to any Person providing an increase Additional Commitment in accordance with this Section 1.16 shall be as set forth in the amount of their Revolving Commitments; provided that relevant Additional Commitment Agreement, (1vi) if, on or before after the tenth Business Day following notification the request by the Company of a requested increase the then existing Additional Commitment Banks to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested notice provided by the existing Lenders shall exceed Company to the requested increase Administrative Agent as provided above), then the Company may request Additional Commitments from other banks or financial institutions (unless otherwise agreed by the Company and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according terms offered to the existing Additional Commitment Percentage of such Lenders; andBanks, and (vii) all actions taken by the Company pursuant to this Section 1.16 shall be done in coordination with the Administrative Agent. (Bb) secondAt the time of any provision of Additional Commitments pursuant to this Section 1.16, to any (i) the Company, the Administrative Agent and each such Additional Commitment Bank or other commercial bank, bank or financial institution or "accredited investor" which agrees to provide an Additional Commitment (as defined in Regulation D of the Securities each, an “Additional Bank”) shall execute and Exchange Commission) reasonably acceptable deliver to the Administrative Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New an Additional Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andExhibit E, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Bank’s Additional Commitment to occur upon delivery of such execution Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satis- faction of the other conditions in this Section 1.16 to the reasonable satisfaction of the other terms and conditions of this Section 3.4(bAdministrative Agent), (ii) if such Person Additional Bank is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes, such Additional Bank shall thereupon become a party hereto provide to the Company the appropriate Internal Revenue Service documentation described in Section 4.04, (iii) the Company and have the rights Designated Subsidiary Borrowers shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be incurred pursuant to each Additional Commitment, together with evidence of good standing of the Company and obligations each Designated Subsidiary Borrower (if requested) and (iv) the Company and each Designated Subsidiary Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to each of a Lender under this Credit Agreement as more specifically provided the Company and each Designated Subsidiary Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the New Commitment Agreement; and (vopinions of counsel delivered to the Banks on the Restatement Effective Date pursuant to Section 5.01(d) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender Additional Commitment Bank as to the occurrence of (A) the Revolving Committed Amount each Additional Commitment Date, and (Bx) on each Lender's such date, the Total Commitment Percentageunder, in and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Commitments and (y) on each case after giving effect such date, Schedule I shall be deemed modified to reflect the revised Additional Commitments of the affected Additional Commitment Banks. Notwithstanding anything to the one-time increase in Revolving Commitment referred to contrary contained in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees thatAgreement, in connection with any such increase in the Total Commitment pursuant to this Section 1.16, the Company and each Designated Subsidiary Borrower shall, in coordination with the Administrative Agent and the Banks, repay outstanding Revolving Committed AmountLoans of certain Banks and, it will promptly (i) provide to if necessary, incur additional Revolving Loans from other Banks, in each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note case so that such Banks participate in each Borrowing of such Lender in Revolving Loans pro rata on the case basis of an existing Lender) a Revolving Note in the amount of its new or increased their Commitments (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given after giving effect to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes increase thereof). Each It is hereby agreed that any breakage costs of the parties hereto acknowledges and agrees that no Lender type described in Section 1.12 incurred by the Banks in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be obligated to increase its Revolving Commitment pursuant to for the terms account of this Section 3.4(b)the Company or the applicable Designated Subsidiary Borrower, as the case may be.

Additional Commitments. The Borrower (a) In the event that the Borrowers wish to increase the Commitments at any time when no Event of Default has occurred and is continuing, they shall notify the Administrative Agent shall have in writing of the right to make amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a one-time increase in “Commitment Increase Notice”); provided that the Revolving Committed Amount up to an aggregate amount of any such increase in Commitments shall be at least $350,000,000 without 10,000,000. The Borrowers may offer to the existing Lenders and, with the consent of the LendersAdministrative Agent, subject however the Swingline Lender and any Issuing Lenders (which consents shall not be unreasonably withheld), one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Proposed Increase Amount pursuant to Section 1.05(b). (b) Any Lender that accepts an offer to it by the Borrowers to increase its Commitment pursuant to Section 1.05 (a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall be bound by and entitled to the satisfaction benefits of each this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be amended to so increase the following terms and conditions:Commitment of such Lender. (ic) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial Any additional bank, financial institution or "accredited investor" (as defined other entity which the Borrowers select to offer participation in Regulation D of the Securities increased Commitment and Exchange Commissionwhich elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) reasonably acceptable to the Agent shall execute an Additional Lender Supplement with each Borrower and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement Administrative Agent, substantially in the form of Schedule 3.4(bExhibit G, whereupon such bank, financial institution or other entity (herein called an “Additional Lender”) hereto and, upon such execution shall become a Lender for all purposes and to the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become same extent as if originally a party hereto and have shall be bound by and entitled to the rights benefits of this Agreement, and obligations Schedule 1.01 shall be deemed to be amended to add the name and Commitment of a such Additional Lender; provided that the Commitment of any such Additional Lender under this Credit Agreement as more specifically provided shall be in the New Commitment Agreement; andan amount not less than $5,000,000. (vd) Notwithstanding anything to the Agent contrary in this Section 1.05, (i) in no event shall promptly notify any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $900,000,000, (ii) in no event shall the aggregate principal amount of Loans and L/C Obligations owed by any Borrower exceed such Borrower’s Sublimit and (iii) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (e) Subject to the terms and conditions hereof, each Additional Lender and each Lender of that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (Aeach, an “Accordion Lender”) shall, on the date upon which its Commitment or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Revolving Committed Amount Loans to each Borrower, and (B) each Lender's Commitment PercentageBorrower shall prepay outstanding Revolving Loans owing to the Lenders other than such Accordion Lender(s), in each case amounts such that, after giving effect to the one-time increase in making of such Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent Loans by such Accordion Lender and the prepayment of outstanding Revolving Loans owing to Lenders other than such Accordion Lender(s), the aggregate principal amount of Revolving Loans owing to each Lender shall make adjustments among equal such Lender’s Commitment Percentage (determined after giving effect to the Lenders with respect to new or increased Commitment of such Accordion Lender(s)) of the aggregate amount of the Revolving Loans outstanding hereunder and on such Accordion Effective Date. On such Accordion Effective Date, each Borrower shall pay to the Administrative Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of principalRevolving Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e). (f) At the time the Borrowers submit a Commitment Increase Notice, interest, fees and other amounts paid or payable with respect thereto as they shall be necessary in order to reallocate among advise the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its proposed new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)Sublimits.

Additional Commitments. The Borrower and (A) KEL may notify the Facility Agent shall have (such notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to increase the right to make a one-time Total Commitments by the provision of additional commitments under the Facility (each such increase or, as the case may be, assumption in the Revolving Committed Amount up to commitments being an aggregate amount of $350,000,000 without the consent of the Lenders“Additional Commitment”), subject however to the satisfaction of each of the following terms and conditions:provided that, (i) the Additional Commitment Notice shall be delivered prior to the knowledge expiry of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increaseAvailability Period; (ii) such the increase in and/or, as the case may be, assumption of Additional Commitments is to take effect before the expiry of the Availability Period and the maximum aggregate amount of Additional Commitments (including all previous increases in and/or assumptions of Additional Commitments) shall occur only once;not exceed US$40,000,000; and (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount no Event of their Revolving Commitments; provided that (1) on Default is continuing or before the tenth Business Day following notification of would arise as a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower result of the desired increase, if any, in its Revolving Commitment and (2) if provision of the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such LendersAdditional Commitment; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of the Additional Commitment shall, for all purposes of this Section 3.4(b). The Borrower agrees thatAgreement, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment treated pursuant to the terms of this Section 3.4(bAgreement in the same manner as the existing Commitments. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of clause 3.2(A) above are fulfilled; and (ii) specify the date upon which the Additional Commitment is anticipated to be made available to the Borrower (the “Additional Commitment Date”); and (C) In the event that an Additional Lender is not a Party to this Agreement, KEL shall procure that on or prior to the Additional Commitment Date, such Additional Lender: delivers a Lender Accession Notice in the form set out in Schedule 12 (Form of Lender Accession Notice) duly completed and signed on behalf of the Additional Lender and specifying its Additional Commitment to the Facility Agent. (D) Subject to the conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Commitment for Utilisation under the Facility in accordance with the terms of this Agreement (as amended); (ii) the Additional Commitment shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Additional Commitment provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made, at the Borrower’s election, by the Borrower either: (a) making utilisations from the Additional Commitment in priority to utilisations from Commitments under the Facility or to effect a prepayment under the Facility to the existing Lenders (which amount may be redrawn by the Borrower); or (b) making its first utilisation under the Additional Commitment on the last day of the then Interest Period, in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (E) Each Additional Lender shall become a party to the Finance Documents (and be entitled to share in the Security created under the Security Documents, and benefit from the Deed of Guarantee, in accordance with the terms of the Finance Documents) if such Additional Lender accedes to the Finance Documents in accordance with the Finance Documents. (F) Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lender and each Party agrees to be bound by such accession. The Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (G) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the accession of such Additional Lender. (H) On the date that the Facility Agent executes a Lender Accession Notice: (i) the Additional Lender party to that Lender Accession Notice, each other Finance Party and the Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Commitment specified by it as its Additional Commitment; (ii) that Additional Lender shall become a Party to this Agreement as a “Lender”. (I) Clause 22.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 3.2 in relation to an Additional Lender as if references in that clause to:

Additional Commitments. The At any time prior to the Maturity Date, the Borrower and the Agent shall have the right right, exercisable no more than four (4) times, to make request that the Administrative Agent obtain additional Term Loan Commitments and/or Revolving Credit Commitments in excess of the Lenders’ then outstanding Term Loan Commitments and/or Revolving Credit Commitments in a oneminimum increment of at least Twenty-time increase Five Million Dollars ($25,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the Revolving Committed Amount up requested amount being, the “Additional Commitment Amount”), subject to an the following: (a) The aggregate amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions:’ Commitments shall not exceed Eight Hundred Million Dollars ($800,000,000). (ib) Any such request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the knowledge Administrative Agent prior to the Maturity Date, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the AgentAdditional Commitment Notice, no Default or Event the Administrative Agent shall notify the then existing Lenders of Default shall exist and be continuing at the time terms of such increase; Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender does not accept in writing within ten (ii10) Business Days the offer to increase its respective Commitment, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not accept in writing its pro rata share of the Additional Commitment Amount within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such increase shall occur only once; (iii) such increase Lender shall be allocated in the following order: (A) first, deemed to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the desired increase, if any, in its Revolving Additional Commitment and (2) if the aggregate increases in the Revolving Commitments requested Amount by the existing Lenders shall exceed Lenders. If such acceptances are satisfactory to the requested increase in the Revolving Committed AmountBorrower, the Revolving Commitments of such the Accepting Lenders shall be increased on a pro rata basis according by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the existing Commitment Percentage of such Lenders; and Accepting Lenders in accordance with Section 2.09(f) if so requested by them, (Biii) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable Accepting Lenders paying to the Administrative Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction on behalf of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (vLenders) the aggregate amount determined by the Administrative Agent shall promptly notify to be necessary so that each Lender Accepting Lender’s pro rata share of (A) outstanding Loans and LC Exposure matches the Revolving Committed Amount and (B) each Lender's ratio of its increased Commitment Percentage, in each case to the aggregate amount of all revised Commitments after giving effect to the one-Additional Commitment Amount, (iv) the Borrower certifying that the representations and warranties of the Borrower Parties set forth herein (as updated from time increase to time in Revolving Commitment referred to accordance with this Agreement) and in this Section 3.4(b). On the other Loan Documents are true and correct in all material respects on and as of the date of the increase (which date except if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), (v) the Borrower Parties, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans as shall be a Business Day) on which reasonably acceptable to the increase in Borrower, the Revolving Committed Amount occurs Accepting Lenders, the Administrative Agent and the Issuing Lender, (vi) the Borrower paying the Administrative Agent for the account of each Accepting Lender such upfront fees as shall be agreed to by the Borrower, (vii) the Borrower paying the Arranger such fees, if any, as shall be agreed to by the Borrower and the Arranger prior to the Administrative Agent commencing its efforts under this paragraph (b), (viii) the Borrower paying all of the Administrative Agent’s reasonable and documented, out-of-pocket, expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders shall make adjustments among their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount, the Borrower may designate one or more proposed lenders to the Administrative Agent and the Issuing Lender to become Lenders under this Agreement with respect to such balance of the Revolving Additional Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless the Administrative Agent consents thereto which consent shall not be unreasonably withheld, conditioned or delayed), subject in each case to the prior approval of the Administrative Agent and the Issuing Lender, which approvals shall not be unreasonably withheld, conditioned or delayed so long as such proposed lenders are not Ineligible Institutions. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default being in existence at the time of increase, (ii) the Borrower issuing substitute Notes to the new Lenders in accordance with Section 2.09(f), (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans outstanding and LC Exposure matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower Parties, the new Lenders and the Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and amounts the adjustment of principalthe Commitments, interestLoans and, fees and other amounts paid or payable with respect thereto for purposes of this Section 9.14, participations in LC Exposure, as shall be reasonably acceptable to the Borrower, the Administrative Agent and the Issuing Lender, and (v) the Borrower paying all of the Administrative Agent’s reasonable, and documented, out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such new Lenders in accordance with the immediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into Modifications of this Agreement and the other Loan Documents to the extent necessary in order to reallocate among reflect the Lenders such outstanding amounts based on adjustment of the new Commitment Percentages and to otherwise carry out fully the terms Commitments, Loans and, for purposes of this Section 3.4(b). The Borrower agrees that9.14, participations in connection with any such increase in LC Exposure, the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a addition of new or increased Revolving Commitment (upon surrender of Lenders and the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of other matters contemplated by this Section 3.4(b)9.14.

Additional Commitments. (a) Schedule 1 hereto sets forth the Additional Commitment of each Additional Lender as of the Assumption Effective Date (as defined below). The Borrower Additional Commitment of each Additional Lender shall be several and not joint. (b) The Additional Commitments and the Agent Revolving Loans and other extensions of credit made thereunder shall have the right same terms as those applicable to make a one-time increase in the Commitments and the Revolving Committed Amount up to an aggregate amount Loans and other extensions of $350,000,000 without credit made thereunder, respectively. With effect from the consent Assumption Effective Date, the Additional Lenders shall constitute “Qualified Additional Lenders”, “Revolving Loan Lenders” and “Lenders”, the Additional Commitments shall constitute “Commitments” and the loans made thereunder shall constitute “Revolving Loans” (and not Other Credit Extensions), in each case for all purposes of the Lenders, subject however to Credit Agreement and the satisfaction of each of the following terms and conditions:other Loan Documents. (i) to Upon the knowledge effectiveness of the AgentAdditional Commitments, no Default or Event of Default shall exist each Revolving Loan Lender immediately prior to such effectiveness will automatically and without further act be continuing at the time deemed to have assigned to each Additional Lender, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in Revolving Loan Lender’s participations under the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender outstanding Letters of (A) the Revolving Committed Amount Credit and (B) each Lender's Commitment PercentageSwing Line Loans such that, in each case after giving effect to each such deemed assignment and assumption of participations, the one-time increase percentage of the aggregate outstanding (x) participations under the Credit Agreement in Letters of Credit and (y) participations under the Credit Agreement in Swing Line Loans held by each Revolving Commitment referred to in this Section 3.4(b). On Loan Lender (including each such Additional Lender) will equal such Lender’s Pro Rata Share and (ii) if, on the date (Assumption Effective Date, there are any Revolving Loans outstanding, such Revolving Loans shall, upon the effectiveness of the Additional Commitments, be prepaid from the proceeds of new Revolving Loans made under the Credit Agreement, which date prepayment shall be a Business Day) accompanied by accrued interest on which the increase in the Revolving Committed Amount occurs Loans being prepaid and any costs incurred by any Revolving Loan Lender in accordance with Section 2.4 of the Agent Credit Agreement. (d) Holdings and the Lenders shall make adjustments among the Lenders Co-Borrowers hereby appoint Deutsche Bank AG New York Branch (“Deutsche Bank”) as an Issuing Bank with respect to any Letter of Credit that may be issued by such Person after the Revolving Loans outstanding hereunder Assumption Effective Date, and amounts of principalDeutsche Bank hereby accepts such appointment. Notwithstanding the foregoing or anything to the contrary contained herein or in the Credit Agreement, interest, fees and other amounts paid or payable with respect thereto as neither Credit Suisse AG nor Deutsche Bank shall be necessary in order obligated to reallocate among issue or modify any Letter of Credit if, immediately after giving effect thereto, the Lenders outstanding Letter of Credit Usage of all Letters of Credit issued by such outstanding amounts based on the new Commitment Percentages Person and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly its Affiliates would exceed (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but$45,000,000, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note Credit Suisse AG or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but$40,000,000, in the case of Deutsche Bank (the “Issuing Bank Sublimits”). Without limiting the foregoing and without affecting the limitations in the Credit Agreement on aggregate Letter of Credit Usage, it is understood and agreed that a new Competitive Note given Co-Borrower may from time to time request that an existing Issuing Bank exceed its individual Issuing Bank Sublimit, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of the other Issuing Bank (subject to the limitations in the Credit Agreement on aggregate Letter of Credit Usage). (e) The Co-Borrowers hereby agree to pay to each Additional Lender, with notation thereon that it is given through the Administrative Agent, in substitution for and replacement immediately available funds, an upfront fee (the “Upfront Fee”) equal to 1.0% of each Additional Lender’s Additional Commitment, as set forth in Schedule 1 hereto, on the original Competitive Note or Assumption Effective Date. Once paid, the Upfront Fee shall not be refundable under any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)circumstances.

Additional Commitments. The At any time prior to the Maturity Date, the Borrower and the Agent shall have the right right, exercisable no more than four (4) times, to make request that the Administrative Agent obtain additional Term Loan Commitments and/or Revolving Credit Commitments in excess of the Lenders’ then outstanding Term Loan Commitments and/or Revolving Credit Commitments in a oneminimum increment of at least Twenty-time increase Five Million Dollars ($25,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the Revolving Committed Amount up requested amount being, the “Additional Commitment Amount”), subject to an the following: (a) The aggregate amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions:’ Commitments shall not exceed One Billion Three Hundred Million Dollars ($1,300,000,000). (ib) Any such request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the knowledge Administrative Agent prior to the Maturity Date, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the AgentAdditional Commitment Notice, no Default or Event the Administrative Agent shall notify the then existing Lenders of Default shall exist and be continuing at the time terms of such increase; Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender does not accept in writing within ten (ii10) Business Days the offer to increase its respective Commitment, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not accept in writing its pro rata share of the Additional Commitment Amount within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such increase shall occur only once; (iii) such increase Lender shall be allocated in the following order: (A) first, deemed to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the desired increase, if any, in its Revolving Additional Commitment and (2) if the aggregate increases in the Revolving Commitments requested Amount by the existing Lenders shall exceed Lenders. If such acceptances are satisfactory to the requested increase in the Revolving Committed AmountBorrower, the Revolving Commitments of such the Accepting Lenders shall be increased on a pro rata basis according by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the existing Commitment Percentage of such Lenders; and Accepting Lenders in accordance with Section 2.09(f) if so requested by them, (Biii) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable Accepting Lenders paying to the Administrative Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction on behalf of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (vLenders) the aggregate amount determined by the Administrative Agent shall promptly notify to be necessary so that each Lender Accepting Lender’s pro rata share of (A) outstanding Loans matches the Revolving Committed Amount and (B) each Lender's ratio of its increased Commitment Percentage, in each case to the aggregate amount of all revised Commitments after giving effect to the one-Additional Commitment Amount, (iv) the Borrower certifying that the representations and warranties of the Borrower Parties set forth herein (as updated from time increase to time in Revolving Commitment referred to accordance with this Agreement) and in this Section 3.4(b). On the other Loan Documents are true and correct in all material respects on and as of the date of the increase (which date except if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), (v) the Borrower Parties, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans as shall be a Business Dayreasonably acceptable to the Borrower, the Accepting Lenders, the Administrative Agent, (vi) on which the increase Borrower paying the Administrative Agent for the account of each Accepting Lender such upfront fees as shall be agreed to by the Borrower, (vii) the Borrower paying the Arranger such fees, if any, as shall be agreed to by the Borrower and the Arranger prior to the Administrative Agent commencing its efforts under this paragraph (b), (viii) the Borrower paying all of the Administrative Agent’s reasonable and documented, out-of-pocket, expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the Revolving Committed Amount occurs full amount of the Additional Commitment Amount, the Borrower may designate one or more proposed lenders to the Administrative Agent and the to become Lenders shall make adjustments among the Lenders under this Agreement with respect to such balance of the Revolving Additional Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless the Administrative Agent consents thereto which consent shall not be unreasonably withheld, conditioned or delayed), subject in each case to the prior approval of the Administrative Agent, which approvals shall not be unreasonably withheld, conditioned or delayed so long as such proposed lenders are not Ineligible Institutions. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default being in existence at the time of increase, (ii) the Borrower issuing substitute Notes to the new Lenders in accordance with Section 2.09(f), (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans outstanding matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower Parties, the new Lenders and the Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and amounts the adjustment of principalthe Commitments and Loans, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order reasonably acceptable to reallocate among the Lenders such outstanding amounts based on Borrower and the new Commitment Percentages Administrative Agent, and to otherwise carry out fully (v) the terms Borrower paying all of this Section 3.4(b). The Borrower agrees thatthe Administrative Agent’s reasonable, and documented, out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such increase new Lenders in accordance with the Revolving Committed Amountimmediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment hereby authorizes the Administrative Agent (upon surrender on behalf of the existing Revolving Note Lenders) to enter into Modifications of such Lender in this Agreement and the case of an existing Lender) a Revolving Note in other Loan Documents to the amount of its new or increased (as applicable) Revolving Commitment substantially in extent necessary to reflect the form adjustment of the Revolving Note attached hereto as Schedule 2.1(e) (butCommitments and Loans, in the case addition of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for Lenders and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of other matters contemplated by this Section 3.4(b)9.14.

Additional Commitments. The At any time following the date hereof, the Borrower may by written notice to the Administrative Agent elect to request an increase to the existing Class B Revolving Facility Commitments (any such increase, the “Additional Revolving Facility Commitments”) and/or the Class B Term Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”), by an amount not in excess of, when aggregated with the amount of Permitted Notes issued in reliance on Section 6.01(w)(i), the sum of (x) $400.0 million plus (y) $300.4 million which was exercised on the date hereof, in the aggregate or a lesser amount in integral multiples of $10.0 million. For the avoidance of doubt, $400.0 million of such amount shall be available as of the date hereof after giving effect to this Agreement. Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days (or, in the case of the exercise on the date hereof, one (1) Business Day) after the date on which such notice is delivered to the Administrative Agent shall have and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term Loan Lender (in the case of Additional Term Loan Commitments) the right to make increase its Class B Revolving Facility Commitment and/or Class B Term Loan Commitment, as applicable, on a one-time increase pro rata basis. The Borrower shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender, Term Loan Lender or other financial institution reasonably acceptable to the Administrative Agent (each, an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) to whom the Additional Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Additional Commitments may elect or decline, in its sole discretion, to provide an Additional Commitment. Such Additional Commitments shall become effective as of such Increased Amount Date, and in the Revolving Committed case of Additional Term Loan Commitments, such Additional Term Loans in respect hereof (“Additional Term Loans”) shall be made on such Increased Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: Date; provided that (i1) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of on such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on Increased Amount Date before or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date such Additional Commitments and Loans; (which date shall be a Business Day2) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Class B Revolving Committed AmountFacility Commitments and/or the Class B Term Loan Commitments shall be evidenced by one or more joinder agreements executed and delivered to the Administrative Agent by each Additional Lender, it will promptly as applicable, and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.17(e); and (i3) provide the Borrower shall make any payments required pursuant to each Lender providing a new or increased Revolving Commitment (upon surrender Section 2.16 in connection with the provisions of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)Additional Commitments.

Additional Commitments. (a) The Borrower and the Agent Company shall have the right right, at any time and from time to make a one-time increase in time, after the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Restatement Effective Date and prior to the satisfaction of each of the following terms and conditions: Commitment Expiration Date to request (i) to the knowledge of the Agent, so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (vi) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall exist and be continuing at obligated to provide an Additional Commitment as a result of any request by the time of such increase; Company, (ii) until such increase time, if any, as (x) such existing Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 2.18(b) and (y) such other conditions set forth in Section 2.18(b) shall occur only once; have been satisfied, such existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of Credit, in excess of the amounts provided for herein, immediately before giving effect to such Additional Commitments provided by such existing Lender pursuant to this Section 2.18, (iii) such increase shall be allocated in any existing Lender may provide an Additional Commitment without the following order: consent of any other Lender, (iv) (A) firsteach provision of Additional Commitments on a given date pursuant to this Section 2.18 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, to the existing Lenders consenting to an increase in the circumstances contemplated by clause (vi) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 and (B) the aggregate amount of their Revolving Commitments; Additional Commitments provided that pursuant to this Section 2.18 shall not exceed $75,000,000, (1v) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, (vi) if, on or before after the tenth Business Day following notification the request by the Company of a requested increase the then existing Lenders to provide Additional Commitments pursuant to this Section 2.18 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested request provided by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according Company to the existing Commitment Percentage of such Lenders; and (B) secondAdministrative Agent as provided above), to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of then the Securities and Exchange Commission) Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Person in any respect than the Borrower;terms offered to the existing Lenders, (vii) all Additional Commitments provided on a given date pursuant to this Section 2.18 shall have the same terms and conditions as all then existing Commitments and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.18 below and (viii) all actions taken by the Borrower pursuant to this Section 2.18 shall be done in coordination with the Administrative Agent. (ivb) At the time of any provision of Additional Commitments pursuant to this Section 2.18, (i) the Company, each Person providing a new Designated Subsidiary Borrower, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an "Additional Commitment Lender") shall execute a New and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andExhibit J, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender's Additional Commitment to occur upon delivery of such execution Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided set forth in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b).this

Additional Commitments. (1) Provided there exists no Event of Default or Potential Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request in a writing delivered at any time during the Initial Period additional Commitments from the Lenders of not less than $10,000,000. The Effective Aggregate Commitments under this Agreement shall not exceed $250,000,000, and no more than one such request may be made. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). (2) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. (3) The Administrative Agent shall notify the Borrower and each Lender of the Lenders' responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Swing Line Lender (which approval shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (4) If the Aggregate Commitments are increased in accordance with this Paragraph 2(o), the Administrative Agent and the Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent Lenders of the Lendersfinal allocation of such increase and the Increase Effective Date. (5) As conditions precedent to or concurrent with such increase, subject however to the satisfaction of each of the following terms and conditionsBorrower shall: (i) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances, Mortgage Policies, endorsements to Mortgage Policies and other instruments as the Administrative Agent, the Swing Line Lender or any Lender through the Administrative Agent may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the knowledge fullest extent permitted by applicable law, subject any Loan Party or any of its Subsidiaries' properties, assets, rights or interests to the Liens now or hereafter required to be covered by any of the AgentCollateral Documents, no Default (C) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens required to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and conform more effectively unto the Secured Parties the rights granted or Event now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of Default shall exist and its Subsidiaries is or is to be continuing at the time of such increase;a party; and (ii) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by an Authorized Officer of each such Person (i) certifying and attaching the resolutions adopted by such Person approving or consenting to such increase and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Paragraph 6 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Paragraph 2(o), the representations and warranties contained in Paragraph 6 shall occur only once;be deemed to refer to the most recent statements furnished pursuant to Paragraph 7(a), and (B) no Event of Default or Potential Default exists; and (iii) such increase shall be allocated in make arrangements to insure the following order: prepayments of any Loans outstanding on the Increase Effective Date (Aand pay any additional amounts required pursuant to Paragraph 2(g)) first, to the existing Lenders consenting extent necessary to an keep the outstanding Loans ratable with any revised Percentage Shares arising from any nonratable increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(bParagraph 2(o).

Additional Commitments. The Borrower At any time and from time to time on and after the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Restatement Effective Date and prior to the satisfaction of each of the following terms Final Maturity Date, Parent and conditions: (i) Corp. may request one or more Lenders or other lending institutions to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) or assume a Revolving Note Commitment (in the case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate amount of at least $16,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $175,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its new existing, or increased (as applicable) Revolving assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the Revolving Note attached hereto as Schedule 2.1(e) (butincrease in, or in the case of a new Revolving Note given Assuming Lender, assumption of, such Lender's Commitment to an existing be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender that increases its Revolving Commitmentas to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, with notation thereon that it is given in substitution for and replacement (x) Annex I shall be deemed modified to reflect the revised Commitments of the original Revolving Note or any replacement notes thereofLenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (iiz) provide the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Lender (upon surrender Borrower shall, in coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of the existing Competitive Note certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Lender in Revolving Loans pro rata on the case basis of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) their Commitments (but, in the case of a new Competitive Note given after giving effect to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes increase thereof). Each It is hereby agreed that any breakage costs of the parties hereto acknowledges and agrees that no Lender type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be obligated to increase its Revolving Commitment pursuant to for the terms account of this Section 3.4(b)the respective Borrowers.

Additional Commitments. The Parent Borrower and the Agent shall have the right to make a one-time increase may request, in the Revolving Committed Amount up to an aggregate amount minimum amounts of $350,000,000 without 10,000,000, at any time and from time to time that the consent of existing Lenders increase their respective Commitments (and ratably increase their Multicurrency Revolving Subcommitment) and/or that additional Lenders be added to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the LendersTotal Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased); provided, subject however to the satisfaction of each of the following terms and conditions: that (i) to at the knowledge time of the Agentrelevant request, no Default or Event of Default shall exist have occurred and be continuing at and that the time representations and warranties of such increase; the Parent Borrower shall continue to be accurate in all material respects, and (ii) any such increase shall occur only once; (iii) such increase additional Lender shall be allocated approved by the Administrative Agent and Issuing Lender (such approval not to be unreasonably withheld or delayed). Each existing Lender shall have the right (but not the obligation) to increase its Commitment based on its Revolving Percentage on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in the following order: (A) first, a form satisfactory to the existing Lenders consenting Parent Borrower and the Administrative Agent (and subsequent to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification its delivery of a requested increase in completed or revised administrative questionnaire to the Revolving Committed AmountAdministrative Agent), each increasing or additional Lender shall be a “Lender” for all purposes hereunder with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall notify the Borrower automatically be responsible for its Revolving Percentage of the desired increase, if any, in Aggregate Exposure and to pay to the Administrative Agent its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and the Loans (B) second, to any other commercial bank, financial institution or "accredited investor" (with interest rates and currencies applicable thereto as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b).

Additional Commitments. The Borrower and may at any time, upon prior written notice by the Agent shall have Borrower to the right to make a one-time Administrative Agent, increase in the Revolving Committed Amount Commitments by up to an aggregate amount of $350,000,000 without 75,000,000 with additional Commitments from any existing Lender or new Commitments from any other Person selected by the consent of Borrower and approved by the Lenders, subject however to the satisfaction of each of the following terms and conditionsAdministrative Agent (which approval shall not be unreasonably withheld or delayed); provided that: (i) to the knowledge any such increase shall be in a minimum principal amount of the Agent, $5,000,000 and in integral multiples of $5,000,000 in excess thereof; (ii) no Default or Event of Default shall exist and be continuing at the time of any such increase; (ii) such increase shall occur only once; (iii) such increase no existing Lender shall be allocated in the following order: (A) first, under any obligation to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested any such decision whether to increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders its Commitment shall be increased on a pro rata basis according to the existing Commitment Percentage of in such LendersLender’s sole and absolute discretion; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a any new Commitment Lender shall execute a New Commitment join this Agreement substantially by executing such joinder documents reasonably required by the Administrative Agent (but no consent from any existing Lender (other than any consent described in the form of Schedule 3.4(b(iii) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a above from any Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (vthat is increasing its Commitment) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among connection with the Lenders such outstanding amounts based on exercise of the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(bBorrower’s rights hereunder). The Borrower agrees that, in In connection with any such increase in the Revolving Committed AmountCommitments, it will promptly (ix) provide Schedule I (Commitments) shall be revised by the Administrative Agent to reflect the new Commitments and shall be distributed to the Lenders and (y) the Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 p.m., (New York time), on the day following the date of the effectiveness of such increase, and shall record in the Register all applicable additional information in respect thereof. On the date of any such increase in the Commitments, each Lender providing a new or increased Revolving Commitment Eligible Assignee participating therein shall be deemed to purchase (upon surrender at par, with Credit Agreement Orbital Sciences Corporation payment to be made by each participating Lender or Eligible Assignee to the Administrative Agent for the account of the existing Lenders) and assume from each existing Lender having Revolving Note Loans and participations in Letters of Credit and Swing Loans outstanding on such Commitment increase date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender Lender’s applicable percentage of the new Commitments (after giving effect to such increase), in the case aggregate outstanding Revolving Loans and participations in Letters of an existing Lender) a Revolving Note in the amount of Credit and Swing Loans, so as to ensure that, on such Commitment increase date after giving effect to such increase, each Lender is owed only its new or increased (as applicable) Revolving Commitment substantially in the form applicable percentage of the Revolving Note attached hereto as Schedule 2.1(e) (but, Loans and participations in the case Letters of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for Credit and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of Swing Loans outstanding on such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to Commitment increase its Revolving Commitment pursuant to the terms of this Section 3.4(b)date.

Additional Commitments. The At any time prior to the Maturity Date, the Borrower and the Agent shall have the right right, exercisable no more than four (4) times, to make request that the Administrative Agent obtain additional Term Loan Commitments and/or Revolving Credit Commitments in excess of the Lenders’ then outstanding Term Loan Commitments and/or Revolving Credit Commitments in a oneminimum increment of at least Twenty-time increase Five Million Dollars ($25,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the Revolving Committed Amount up requested amount being, the “Additional Commitment Amount”), subject to an the following: a. The aggregate amount of $350,000,000 without the consent of the Lenders, subject however to ’ Commitments shall not exceed Five Hundred Million Dollars ($500,000,000). b. Any such request shall be made by the satisfaction of each of Borrower giving written notice (the following terms and conditions: (i“Additional Commitment Notice”) to the knowledge Administrative Agent prior to the Maturity Date, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the AgentAdditional Commitment Notice, no Default or Event the Administrative Agent shall notify the then existing Lenders of Default shall exist and be continuing at the time terms of such increase; Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender does not accept in writing within ten (ii10) Business Days the offer to increase its respective Commitment, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not accept in writing its pro rata share of the Additional Commitment Amount within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such increase shall occur only once; (iii) such increase Lender shall be allocated in the following order: (A) first, deemed to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender have rejected such offer. The Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the desired increase, if any, in its Revolving Additional Commitment and (2) if the aggregate increases in the Revolving Commitments requested Amount by the existing Lenders shall exceed Lenders. If such acceptances are satisfactory to the requested increase in the Revolving Committed AmountBorrower, the Revolving Commitments of such the Accepting Lenders shall be increased on a pro rata basis according by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the existing Commitment Percentage of such Lenders; and Accepting Lenders in accordance with Section 2.09(f) if so requested by them, (Biii) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable Accepting Lenders paying to the Administrative Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction on behalf of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (vLenders) the aggregate amount determined by the Administrative Agent shall promptly notify to be necessary so that each Lender Accepting Lender’s pro rata share of (A) outstanding Loans and LC Exposure matches the Revolving Committed Amount and (B) each Lender's ratio of its increased Commitment Percentage, in each case to the aggregate amount of all revised Commitments after giving effect to the one-Additional Commitment Amount, (iv) the Borrower certifying that the representations and warranties of the Borrower Parties set forth herein (as updated from time increase to time in Revolving Commitment referred to accordance with this Agreement) and in this Section 3.4(b). On the other Loan Documents are true and correct in all material respects on and as of the date of the increase (which date except if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), (v) the Borrower Parties, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans as shall be a Business Day) on which reasonably acceptable to the increase in Borrower, the Revolving Committed Amount occurs Accepting Lenders, the Administrative Agent and the Issuing Lender, (vi) the Borrower paying the Administrative Agent for the account of each Accepting Lender such upfront fees as shall be agreed to by the Borrower, (vii) the Borrower paying the Arranger such fees, if any, as shall be agreed to by the Borrower and the Arranger prior to the Administrative Agent commencing its efforts under this paragraph (b), (viii) the Borrower paying all of the Administrative Agent’s reasonable and documented, out-of-pocket, expenses in connection with the foregoing and (ix) if Borrower submits the Additional Commitment Notice to Administrative Agent after the date that is six (6) months prior to the Maturity Date, then the Additional Commitment Amount may only be effected to the extent the Maturity Date can simultaneously be extended in accordance with, and pursuant to the provisions of, Section 2.08(e) hereof. The Administrative Agent shall promptly pay to the applicable Lenders shall make adjustments among their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. c. Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount, the Borrower may designate one or more proposed lenders to the Administrative Agent and the Issuing Lender to become Lenders under this Agreement with respect to such balance of the Revolving Additional Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless the Administrative Agent consents thereto which consent shall not be unreasonably withheld, conditioned or delayed), subject in each case to the prior approval of the Administrative Agent and the Issuing Lender, which approvals shall not be unreasonably withheld, conditioned or delayed so long as such proposed lenders are not Ineligible Institutions. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default being in existence at the time of increase, (ii) the Borrower issuing substitute Notes to the new Lenders in accordance with Section 2.09(f), (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans outstanding and LC Exposure matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower Parties, the new Lenders and the Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and amounts the adjustment of principalthe Commitments, interestLoans and, fees and other amounts paid or payable with respect thereto for purposes of this Section 9.14, participations in LC Exposure, as shall be reasonably acceptable to the Borrower, the Administrative Agent and the Issuing Lender, and (v) the Borrower paying all of the Administrative Agent’s reasonable, and documented, out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such new Lenders in accordance with the immediately preceding sentence. d. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into Modifications of this Agreement and the other Loan Documents to the extent necessary in order to reallocate among reflect the Lenders such outstanding amounts based on adjustment of the new Commitment Percentages and to otherwise carry out fully the terms Commitments, Loans and, for purposes of this Section 3.4(b). The Borrower agrees that9.14, participations in connection with any such increase in LC Exposure, the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a addition of new or increased Revolving Commitment (upon surrender of Lenders and the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of other matters contemplated by this Section 3.4(b)9.14.

Additional Commitments. The Borrower and the Agent shall have the right right, no more than two (2) times during the term of the Loan, to make request that Administrative Agent permit additional Revolving Loan Commitments and/or Term Loan Commitments to be added under the terms of this Agreement in excess of the Lenders’ then outstanding Revolving Loan Commitments and Term Loan Commitments in a oneminimum increment of at least Twenty Five Million Dollars ($25,000,000.00) in excess of the Lenders’ then outstanding Revolving Loan Commitments and Term Loan Commitments (the requested amount being, the “Additional Commitment Amount”), subject to the following: (a) The aggregate amount of the Lenders’ Commitments shall not exceed One Billion Dollars ($1,000,000,000.00). (b) Any such request shall be made by Borrower giving written notice (the “Additional Commitment Notice”) to Administrative Agent, which notice shall set forth such details with respect thereto as are reasonably requested by Administrative Agent, including, without limitation, whether the Additional Commitment Amount shall increase the then outstanding Revolving Loan Commitments or the then outstanding Term Loan Commitments. Upon receipt of the Additional Commitment Notice, Administrative Agent shall notify the then existing non-time Defaulting Lenders of the terms of such Additional Commitment Notice and each such Lender’s pro rata share (in proportion to the Applicable Percentages of the non-Defaulting Lenders) of the proposed Additional Commitment Amount and whether such Additional Commitment Amount shall increase the then outstanding Revolving Loan Commitments or Term Loan Commitments. If any Lender rejects the offer to increase its respective Revolving Loan Commitments or Term Loan Commitments or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the non-Defaulting Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata in proportion to the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. No Defaulting Lender may accept any portion of any Additional Commitment Amount. Administrative Agent shall notify Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) Borrower issuing additional or substitute Notes to the Accepting Lenders and reaffirming its obligations under the original Notes and Loan Documents, as amended pursuant to this Section 10.17, (iii) with respect to any Additional Commitment Amount that results in an increase in the Revolving Committed Amount up Loan Commitments, the Accepting Lenders that have agreed to an increase their respective Revolving Loan Commitments paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of its increased Revolving Commitment to the aggregate amount of $350,000,000 all increased Revolving Commitments after giving effect to such Additional Commitment Amount and, after giving effect to their receipt of such payment, the other Revolving Lenders’ pro rata shares of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Revolving Commitments to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount, (iv) Borrower, the Accepting Lenders and Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans (including, without limitation, modifications to the consent Security Documents) as shall be reasonably acceptable to Borrower, the Accepting Lenders and Administrative Agent and, if the Additional Commitment Amount involves an increase in the Revolving Loan Commitments, the Swingline Lender and the L/C Issuer, (v) the Guarantors executing and delivering reaffirmations of the LendersGuaranties in form and substance reasonably satisfactory to Administrative Agent, subject however (vi) Borrower paying all of Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing, (vii) Borrower paying to Administrative Agent such fees as are due pursuant to the Fee Letter, and (viii) the understanding that, with respect to any Additional Commitment Amount that results in an increase in the Term Loan Commitments, the only Term Loan Lenders that shall have any obligation to fund such Additional Commitment Amount shall be the Accepting Lenders that increase their Term Loan Commitments, which shall be several obligations of such Accepting Lenders and which funding shall be in proportion to the respective shares of such Additional Commitment Amount that such Accepting Lenders were allocated in response to the Additional Commitment Notice. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with clause (vii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.17 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the conditions set forth in Section 4.02 shall be satisfied, and (z) the REIT and Borrower shall be in pro forma compliance with the covenants set forth in Section 6.01 after giving effect to any Loans to be made on such date and the Additional Commitment Amount, and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall have received a certificate certifying as to the satisfaction of each of clauses (x), (y) and (z) dated such date (including calculations in reasonable detail showing pro forma compliance with the following terms covenants in Section 6.01) and conditions:executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders when the Additional Commitment Amount becomes effective. Each of the REIT and Borrower agrees to take such further reasonable action as may reasonably be requested by Administrative Agent in connection with any request pursuant to this Section 10.17. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with clause (b) above, Borrower may designate one or more proposed lenders to Administrative Agent (and, if such Additional Commitment Amount would involve an increase in the Revolving Commitments, the Swingline Lender and the L/C Issuer) to become Lenders under this Agreement with respect to such balance of the Additional Commitment Amount, subject in each case to the prior consent by Administrative Agent (and, if such Additional Commitment Amount would involve an increase in the Revolving Commitments, the Swingline Lender and the L/C Issuer), which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Institution. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing being in existence at the time of such increase; time, (ii) such increase shall occur only once; Borrower issuing new Notes to the new Lenders and reaffirming its obligations under the original Notes and Loan Documents, as amended pursuant to this Section 10.17, (iii) such increase shall be allocated with respect to any Additional Commitment Amount that results in the following order: (A) first, to the existing Lenders consenting to an increase in the Revolving Loan Commitments, such New Lenders that have agreed to provide Revolving Loan Commitments and Accepting Lenders paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that such new Lender’s and, if applicable, Accepting Lenders’ respective pro rata shares of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their Revolving Commitments; provided that Commitments as so increased to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount and, after giving effect to their receipt of such payment, the other Revolving Lenders’ pro rata shares of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Revolving Commitments to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount, (1iv) on or before Borrower, the tenth Business Day following notification new Lenders, any Accepting Lenders (if applicable) and Administrative Agent executing such other documents evidencing the addition of a requested the new Lenders as Lenders hereunder and the adjustment of the Commitments and the Loans (including, without limitation, modifications to the Security Documents) as shall be reasonably acceptable to Borrower, the new Lenders, the Accepting Lenders and Administrative Agent and, if the Additional Commitment Amount involves an increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed AmountLoan Commitments, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent Swingline Lender and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andL/C Issuer, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Guarantors executing and delivering reaffirmations of the Guaranties in form and substance reasonably satisfactory to Administrative Agent, (vi) Borrower paying all of Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing, (vii) Borrower paying to the Joint Lead Arrangers, the Sole Bookrunner, the new Lenders and the Accepting Lenders such fees as are due in connection with the Additional Commitment Amount and (viii) the understanding that, with respect to any Additional Commitment Amount that results in an increase in the Term Loan Commitments, the only Term Loan Lenders that shall have any obligation to fund such Additional Commitment Amount shall be the new Lenders that have been approved pursuant to this Section 10.17(c) and any Accepting Lenders that are Term Loan Lenders, which shall be several obligations of such new Lenders and Accepting Lenders and which funding shall be in proportion to the respective shares of such Additional Commitment Amount that such new Lender and Accepting Lenders were allocated in response to the Additional Commitment Notice. Administrative Agent shall promptly notify each Lender pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with clause (Avii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.17 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the Revolving Committed Amount conditions set forth in Section 4.02 shall be satisfied, and (Bz) each Lender's Commitment Percentage, the REIT and Borrower shall be in each case pro forma compliance with the covenants set forth in Section 6.01 after giving effect to the one-time increase in Revolving Commitment referred any Loans to in this Section 3.4(b). On the be made on such date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders Additional Commitment Amount, and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall make adjustments among the Lenders with respect have received a certificate certifying as to the Revolving Loans outstanding hereunder and amounts satisfaction of principaleach of clauses (x), interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereofy) and (iiz) dated such date (including calculations in reasonable detail showing pro forma compliance with the covenants in Section 6.01) and executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders when the Additional Commitment Amount becomes effective. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes Administrative Agent (upon surrender on behalf of the existing Competitive Note Lenders) to enter into amendments and modifications of such Lender in this Agreement and the case of an existing Lender) a Competitive Note in other Loan Documents to the amount extent necessary to reflect the adjustment of the Commitments and the Loans, the addition of new Revolving Committed Amount substantially in Lenders and the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of other matters contemplated by this Section 3.4(b)Section.

Additional Commitments. (a) The Borrower and the Agent Company shall have the right right, at any time and from time to make a one-time increase in time, after the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Effective Date and prior to the satisfaction of each of the following terms and conditions: Commitment Expiration Date to request (i) to the knowledge of the Agent, so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall exist and be continuing at obligated to provide an Additional Commitment as a result of any request by the time of such increase; Company, (ii) such increase shall occur only once; any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) such increase shall be allocated in the following order: (A) firsteach provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1Administrative Agent) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) secondthe aggregate Commitments for all Lenders hereunder shall not exceed $700,000,000, (iv) all up-front fees payable to any other commercial bankAdditional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, financial institution or "accredited investor" (as defined in Regulation D of v) the Securities and Exchange Commission) Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the Borrower;same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (ivb) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Person providing a new Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall execute a New have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andExhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such execution Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other terms and conditions of set forth in this Section 3.4(b2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such Person time shall thereupon become have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a party hereto United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the rights Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of (A) the Revolving Committed Amount each Additional Commitment Date, and (Bx) on each such date, the Total Commitment under, and for all purposes of, this Agreement and each other Credit Document shall be increased by the aggregate amount of such Additional Commitments and (y) on each such date, the Commitment Schedule shall be deemed modified to reflect the revised Commitments of each affected Lender's Commitment Percentage, in each case after giving effect .” (h) Section 3.01 of the Credit Agreement is hereby amended to insert the word “Significant” immediately prior to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly word “Subsidiaries” appearing therein. (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender Section 3.04 of the existing Revolving Note of such Lender in Credit Agreement is hereby amended to insert the case of an existing Lender) a Revolving Note in word “Significant” immediately following the amount of its new or increased (as applicable) Revolving Commitment substantially in phrase “to the form best knowledge of the Revolving Note attached hereto as Schedule 2.1(eCompany or any of its” appearing therein. (j) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement Section 3.08 of the original Revolving Note or any replacement notes thereof) Credit Agreement is hereby amended and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender restated in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto its entirety as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b).follows:

Additional Commitments. The Borrowers, acting through the Borrower and the Agent Representative, shall have the right from time to make a one-time to request an increase in the Revolving Committed Amount Commitment by up to an $100,000,000 in the aggregate amount of $350,000,000 without the consent of the Lendersfor all such requests, subject however to the each Lender’s receipt of all internal credit approvals and satisfaction of each of the following terms and conditions: (ia) Any request for increase in the total Commitments shall be by the Borrower Representative giving written notice (the “Additional Commitment Notice”) to the knowledge of Administrative Agent at least forty-five (45) days prior to the Agent, no Default or Event of Default date upon which the Borrowers shall exist and be continuing at the time of such increase; (ii) desire such increase to become effective, and shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that set forth (1) on or before the tenth Business Day following notification requested amount of a requested increase the additional commitment (the “Additional Commitment Amount”), which Additional Commitment Amount shall be in the Revolving Committed Amount, each Lender shall notify the Borrower minimum amount of the desired increase, if any, $5,000,000 and an integral multiple of $1,000,000 in its Revolving Commitment excess thereof and (2) if the aggregate increases in the Revolving Commitments such details with respect thereto as are reasonably requested by the existing Lenders shall exceed Administrative Agent; provided that the requested increase Borrower Representative may not deliver more than two (2) Additional Commitment Notices in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; andany twelve (12) month period. (Bb) second, The aggregate amount of the Lenders’ Commitments (without regard to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commissionreduction thereof) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time Additional Commitment Amount shall not exceed $300,000,000. (c) Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or accepts only a portion thereof, which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in Revolving their Commitments (each, an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment referred Amount which they have previously accepted. If any Lender shall not respond, in their sole and absolute discretion, to a request by the Administrative Agent pursuant to this clause (c) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The Administrative Agent shall notify the Borrower Representative of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrowers, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default and no Event of Default being in this Section 3.4(b). On existence before or after such increase, (ii) the Accepting Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Loans matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iii) the Borrowers, the Accepting Lenders and the Administrative Agent (on behalf of the Lenders) executing and delivering such other documents evidencing such adjustments in the Commitments and the Loans as shall be reasonably acceptable to the Borrowers, the Loan Parties, the Accepting Lenders and the Administrative Agent, (iv) the Borrowers paying, jointly and severally, an upsizing fee to the Accepting Lenders, in an amount to be determined at such time by the Borrower, the Administrative Agent and the Accepting Lenders in good faith and such fee to be paid on the date of such increase, based upon the incremental upsized amount, and to be non-refundable once paid, and (which date v) the Borrowers paying, jointly and severally, all of the Administrative Agent’s reasonable and documented out-of-pocket expenses as well as any negotiated Administrative Agent fee in connection with the foregoing. (d) In the event that the Additional Commitment Amount is not achieved pursuant to paragraph (c) above, the Administrative Agent shall use commercially reasonable efforts, with the assistance of the Borrowers, to arrange for additional lenders with Commitments aggregating up to the Additional Commitment Amount. The Administrative Agent shall submit a list of additional proposed syndicate members to the Borrower Representative for its review and approval. If any such proposed lenders are so approved by the Borrower Representative, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default and no Event of Default being in existence at such time, (ii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iii) the Borrowers paying, jointly and severally, to the Lenders the amounts payable, if any, to such Lenders pursuant to Section 2.16 as a result of the prepayment of any such Loans, (iv) the Borrowers, the new Lenders and the Administrative Agent (on behalf of the Lenders) executing such other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Loans as shall be a Business Dayreasonably acceptable to the Borrowers and the Administrative Agent, and (iv) on which the increase Borrowers paying, jointly and severally, all of the Administrative Agent’s reasonable and documented out-of-pocket expenses as well as any negotiated Administrative Agent fee in connection with the foregoing. (e) No Additional Commitment Amount may be extended unless and until the Administrative Agent shall have received (i) an updated pipeline of Eligible Projects that the Borrowers plan to acquire, (ii) an updated financial model of the Borrowers giving effect to the acquisition of such Eligible Projects in the Revolving Committed Amount occurs acquisition pipeline on a pro forma basis, (iii) the Borrower Representative providing to the Administrative Agent and the Lenders shall make adjustments among the Lenders with respect an updated feasibility study prepared or updated not more than two (2) months prior to the Revolving Loans outstanding hereunder date of such Additional Commitment Notice, and amounts including such Eligible Projects in the acquisition pipeline, which study evaluates the leasing market risk for such Eligible Projects, and (iv) evidence acceptable to the Administrative Agent in its reasonable discretion that such Eligible Projects in the acquisition pipeline have received all necessary Issuer approvals, TEFRA Approvals and all Form 8038 and Tax Certificates shall have been completed, executed and delivered, in each case in reasonable detail and in form and substance reasonably satisfactory to the Administrative Agent. (f) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Borrowers and the Administrative Agent (on behalf of principal, interest, fees the Lenders) to enter into amendments and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms modifications of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in Agreement and the Revolving Committed Amount, it will promptly (i) provide other Loan Documents to each Lender providing a new or increased Revolving Commitment (upon surrender the extent necessary to reflect the adjustment of the existing Revolving Note of such Lender in Commitments and the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of Loans contemplated by this Section 3.4(b)Section.

Additional Commitments. The Borrower At any time and from time to time on and after the Agent shall have the right to make a one-time increase in the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Effective Date and prior to the satisfaction of each of the following terms Final Maturity Date, Parent and conditions: (i) Corp. may request one or more Lenders or other lending institutions to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) or assume a Revolving Note Commitment (in the case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate amount of at least $9,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $75,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its new existing, or increased (as applicable) Revolving assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the Revolving Note attached hereto as Schedule 2.1(e) (butincrease in, or in the case of a new Revolving Note given Assuming Lender, assumption of, such Lender's Commitment to an existing be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender that increases its Revolving Commitmentas to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, with notation thereon that it is given in substitution for and replacement (x) Annex I shall be deemed modified to reflect the revised Commitments of the original Revolving Note or any replacement notes thereofLenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (iiz) provide the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Lender (upon surrender Borrower shall, in coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of the existing Competitive Note certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Lender in Revolving Loans pro rata on the case basis of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) their Commitments (but, in the case of a new Competitive Note given after giving effect to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes increase thereof). Each It is hereby agreed that any breakage costs of the parties hereto acknowledges and agrees that no Lender type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be obligated to increase its Revolving Commitment pursuant to for the terms account of this Section 3.4(b)the respective Borrowers.

Additional Commitments. The Borrower and the Agent shall have the right right, at any time prior to make a one-time the Initial Maturity Date, but in any case not more than three (3) times, to cause the Administrative Agent to increase the total Commitments up to $750,000,000, subject to the following: (a) Any request for increase in the Revolving Committed total Commitments shall be by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent ten (10) days (or such shorter period as the Administrative Agent may accept in its reasonable discretion) prior to the date upon which the Borrower shall desire such increase to become effective, and shall set forth (1) the requested amount of the additional commitment (the “Additional Commitment Amount”), which Additional Commitment Amount up to shall be in the minimum amount of $25,000,000 and an integral multiple of $5,000,000 in excess thereof and (2) such details with respect thereto as are reasonably requested by the Administrative Agent. (b) The aggregate amount of the Lenders’ Commitments after giving effect to the Additional Commitment Amount shall not exceed $350,000,000 750,000,000. (c) [reserved] (d) Upon receipt of the Additional Commitment Notice, the Arrangers shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange for additional lenders with Commitments aggregating up to the Additional Commitment Amount. The Arrangers shall submit a list of additional proposed syndicate members to the Borrower for its review and approval, which approval shall not be unreasonably withheld or delayed; provided that the foregoing shall not be deemed to prohibit the Borrower for submitting to the Arrangers a list of additional proposed syndicate members for their review. If any proposed lenders are approved by the Administrative Agent, the Issuing Bank, the Swingline Lender and the Borrower (such approval, in each case, not to be unreasonably withheld, delayed or conditioned) (it being acknowledged that any existing Lender (other than any Defaulting Lender) shall not require further approval hereunder), such lenders shall become additional Lenders under this Agreement (or, in the case of existing Lenders who are willing to increase their Commitments hereunder, continue as Lenders under this Agreement) in accordance with their respective Commitments at the time such Commitments become effective under this Agreement without the consent of the any other Lenders, subject however subject, however, to the satisfaction of each of the following terms and conditions: (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing being in existence at the time of such increase; time, (ii) to the extent any Note is requested by any new or existing Lender, the Borrower issuing such increase shall occur only once; Note to such Lender, (iii) such increase shall be allocated in the following order: (A) first, new and existing Lenders paying to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that Administrative Agent (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction behalf of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (vLenders) the aggregate amount determined by the Administrative Agent shall promptly notify to be necessary so that each Lender such Lender’s pro rata share of (A) outstanding Loans and LC Exposure matches the Revolving Committed Amount and (B) each Lender's ratio of its Commitment Percentage, in each case to the aggregate amount of all Commitments after giving effect to the one-time increase in Revolving Additional Commitment referred Amount, (iv) the Borrower paying to in this the existing Lenders the amounts payable, if any, to such existing Lenders pursuant to Section 3.4(b). On 2.16 as a result of the date prepayment of any such Loans, (which date v) the Loan Parties, the new and existing Lenders and the Administrative Agent executing such other documents evidencing the addition of new Lenders hereunder and the adjustment of the Commitments and Loans as shall be a Business Day) on which reasonably acceptable to the increase in Borrower, the Revolving Committed Amount occurs the Administrative Agent and the Lenders shall make adjustments among Issuing Bank, (vi) the Lenders with respect to Borrower paying the Revolving Loans outstanding hereunder Arrangers for the account of each new Lender and amounts of principaleach existing Lender that is increasing its Commitment such upfront fees, interestif any, fees and other amounts paid or payable with respect thereto as shall be necessary in order agreed to reallocate among by the Lenders Borrower and such outstanding amounts based Lender (or the Arrangers on behalf of such Lender), (vii) the new Commitment Percentages Borrower paying the Arrangers such fees, if any, as shall be agreed to by the Borrower and the Arrangers prior to otherwise carry out fully the terms Arrangers commencing their efforts under this paragraph (d) and (viii) the Borrower paying all of this Section 3.4(b). The Borrower agrees that, the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with any such increase the foregoing. (e) Notwithstanding anything to the contrary contained in this Agreement or the Revolving Committed Amountother Loan Documents, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment hereby authorizes the Administrative Agent (upon surrender on behalf of the existing Revolving Note Lenders) to enter into amendments and modifications of such Lender in this Agreement and the case of an existing Lender) a Revolving Note in other Loan Documents to the amount of its new or increased (as applicable) Revolving Commitment substantially in extent necessary to reflect the form adjustment of the Revolving Note attached hereto as Schedule 2.1(e) (but, in Commitments and the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of Loans contemplated by this Section 3.4(b).Section

Additional Commitments. (a) The Borrower and the Agent Company shall have the right right, at any time and from time to make a one-time increase in time, after the Revolving Committed Amount up to an aggregate amount of $350,000,000 without the consent of the Lenders, subject however Effective Date and prior to the satisfaction of each of the following terms and conditions: Commitment Expiration Date to request (i) to the knowledge of the Agent, so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more existing Lenders (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall exist and be continuing at obligated to provide an Additional Commitment as a result of any request by the time of such increase; Company, (ii) such increase shall occur only once; any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) such increase shall be allocated in the following order: (A) firsteach provision of Additional Commitments on a given date pursuant to this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the existing Lenders consenting to an increase in the amount of their Revolving Commitments; provided that (1Administrative Agent) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) secondthe aggregate Commitments for all Lenders hereunder shall not exceed $700,000,000, (iv) all up-front fees payable to any other commercial bankAdditional Commitment Lender shall be as set forth in the relevant Additional Commitment Agreement, financial institution or "accredited investor" (as defined in Regulation D of v) the Securities and Exchange Commission) Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the Borrower;same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (ivb) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Person providing a new Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall execute a New have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Schedule 3.4(b) hereto andExhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such execution Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other terms and conditions of set forth in this Section 3.4(b2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such Person time shall thereupon become have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a party hereto United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the rights Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of (A) the Revolving Committed Amount each Additional Commitment Date, and (Bx) on each Lender's such date, the Total Commitment Percentageunder, in and for all purposes of, this Agreement and each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date other Credit Document shall be a Business Dayincreased by the aggregate amount of such Additional Commitments and (y) on which each such date, the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as Commitment Schedule shall be necessary in order deemed modified to reallocate among reflect the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms revised Commitments of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing affected Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b).