Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. The Borrowers may from time to time, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers (a) Borrower may from time by written notice to time, on any Business Day after the Effective Date and prior Administrative Agent elect to the Termination Date so long as no Default or Event of Default exists, seek commitments (“Additional Commitments”) to increase the aggregate principal amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior any existing Class of Loans or to the desired effective date establish one or more new Classes of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s))Loans; provided, however, that provided that: (i) the aggregate amount of the Revolving Credit all Additional Commitments shall not at any time exceed $850,000,000, the Incremental Cap; (ii) any such increase of the aggregate amount of the Revolving Credit Commitments or any new Class shall be in an aggregate amount not of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided that such amount may be less than $25,000,000 and 10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i); (iii) no existing Lender shall be required to provide any Additional Commitments; (iv) each of the representations and warranties conditions set forth in Section 7 3.2 shall be satisfied; (v) the final maturity date of any Additional Term Loans shall be no earlier than the Latest Maturity Date; (vi) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the then remaining Weighted Average Life to Maturity of each Class of Loans outstanding prior to such proposed incurrence of Additional Term Loans (the “Outstanding Term Loans”); (vii) the interest margins for the Additional Term Loans shall be determined by Borrower and the Lenders of such Additional Term Loans; provided that in the other Loan Documents event that the Weighted Average Yield for any Additional Term Loans is greater than the Weighted Average Yield for Outstanding Term Loans by more than 50 basis points, then the Applicable Margin for one or more Classes of Outstanding Term Loans shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except increased to the extent necessary so that the same expressly relate Weighted Average Yield for such Additional Term Loans is not more than 50 basis points higher than the Weighted Average Yield for Outstanding Term Loans; (viii) the security interest and guaranties benefiting the Additional Term Loans (and advances of credit thereunder) will rank pari passu in right of payment and security with the existing credit facilities provided for herein; (ix) any Additional Term Loans shall share on a pro rata basis in any voluntary and mandatory prepayments with the Outstanding Term Loans or, if agreed to an earlier dateby the lenders of Additional Term Loans, on a less than pro rata basis (but in which case they no event on a greater than pro rata basis); and (x) subject to Section 1.4, Borrower shall be true and correct in all material respects pro forma compliance with the Financial Covenant recomputed (where not already qualified by materialitywithout netting the cash proceeds of any Additional Commitments in calculating the Total Leverage Ratio (but, otherwise in all respectsfor the avoidance of doubt, giving effect to any repayment, repurchase or other reduction of Indebtedness effected with such cash proceeds substantially simultaneously with the effectiveness of such Additional Commitments)) as of the last day of the most recently ended fiscal quarter of Borrower for which financial statements have been or were required to have been delivered pursuant to Section 5.1(a) or (b). (b) Each such earlier datenotice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. The effective date As a condition precedent to the effectiveness of any Commitment Amount Increase Additional Commitments, Borrower shall be agreed upon by the Company, on behalf deliver to Administrative Agent a certificate dated as of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) Additional Commitments Effective Date signed by an Authorized Officer of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so Borrower certifying that, before and after giving effect to such assignmentsthe Additional Commitments (and assuming full utilization thereof), the conditions set forth in Sections 2.22(a)(iv) and (x) are satisfied. (c) On each Additional Commitments Effective Date with respect to any Additional Commitment, each Lender (including the Lenders providing the Person with an Additional Commitment Amount Increase) will hold Loans and L/C Obligations shall make an Additional Term Loan to Borrower in a principal amount equal to its Percentage of all outstanding Loans and L/C Obligations. It such Person’s Additional Commitment. (d) This Section 2.22 shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness supersede any provisions in Section 2.18 or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein 10.5 to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment . The Additional Commitments shall be increased without its written consent theretodocumented by an Additional Credit Extension Amendment executed by the Persons providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and each Lender the Additional Credit Extension Amendment may at its optionprovide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, unconditionally in the reasonable opinion of Administrative Agent and without causeBorrower, decline to increase its Revolving Credit Commitmenteffect the provisions of this Section 2.22.

Increase in Commitments. The Borrowers (a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time request: (i) additional Revolving Credit Commitments pursuant to time, any Commitment Increase and Joinder Agreement on any Business Day one or more occasions after the Fifth Restatement Effective Date and prior to the Termination Date so long as no Default or Event of Default existsDate, increase the additional Revolving Credit Commitments, by an aggregate amount not to exceed $1,000,000,000. Each such addition under this Section 2.16(a) shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. (b) [Reserved]. (c) Any such additional Revolving Credit Commitments (the “Additional Revolving Credit Commitments”) may be made, at the option of the Company, by either (i) increasing the Revolving Credit Commitments with the same terms (including pricing and currency) as the existing Revolving Credit Commitments or (ii) creating a new tranche of the Revolving Credit Facility with the Additional Revolving Credit Commitments by of Lenders willing to fund in an Additional Alternative Currency pursuant to which Revolving Credit Loans under such new tranche may be denominated in such Additional Alternative Currency. (d) At the time of the sending of notice requesting additional Revolving Credit Commitments, the Company delivering a Commitment Amount Increase Request at least five (5in 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 prior from the date of delivery of such notice to the desired Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an additional Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an additional Revolving Credit Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Revolving Credit Lenders, as applicable, pursuant to a commitment increase and joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (each, a “Commitment Increase and Joinder Agreement”). (e) If any Revolving Credit Commitments are added in accordance with this Section 2.16, the Administrative Agent and the Company shall determine the effective date of such increase (the “Commitment Amount IncreaseAdditional Commitments Effective Date”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount final allocation of its Revolving Credit Commitment (or additional amount such addition. The Administrative Agent shall promptly notify the Company and the Lenders of its Revolving Credit Commitment(s)); providedthe final allocation of such addition and the Additional Commitments Effective Date. As a condition precedent to such addition, howeverthe Company shall deliver to the Administrative Agent a certificate of the Company dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Company certifying that, that before and after giving effect to such increase, (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth contained in Section 7 and in the other Loan Documents shall be and remain Article 5 are true and correct in all material respects on and as of the effective date of such increase (where not already qualified by materiality, otherwise in all respects)Additional Commitments Effective Date, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and except that for purposes of this Section 2.16(e), the Administrative Agent. Upon the effectiveness thereof, Schedule 1 representations and warranties contained in Section 5.05(a) and (b) shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject refer to the requirements set forth in most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 14.116.01 and (ii) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, no Default exists before or after giving effect to such assignmentsaddition. (f) On each Additional Commitments Effective Date, each Lender (including the Lenders or Eligible Assignee which is providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s an additional Revolving Credit Commitment shall be become a “Revolving Credit Lender” for all purposes of this Agreement and the other Loan Documents with a Revolving Credit Commitment that is increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline by (in the case of an existing Revolving Credit Lender) or equal to increase its (in the case of a new Revolving Credit Lender) such additional Revolving Credit Commitment.

Increase in Commitments. (a) The Borrowers Borrower may from time to time, on any Business Day after the Effective Date and prior by written notice to the Termination Date so long as no Default or Event Administrative Agent elect to seek (x) commitments (“Additional Revolving Commitments”) to increase the Revolving Commitments of Default exists, any Class and/or (y) commitments (“Additional Term Commitments”) to increase the aggregate principal amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior any existing Class of Term Loans or to the desired effective date establish one or more new Classes of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s))Term Loans; provided, however, that provided that: (i) the aggregate amount of the Revolving Credit all Additional Commitments shall not at any time exceed $850,000,000, the Incremental Cap; (ii) any such increase of the aggregate amount of the Revolving Credit Commitments or any new Class shall be in an aggregate amount not of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided that such amount may be less than $25,000,000 and 10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i); (iii) no existing Lender shall be required to provide any Additional Commitments; (iv) as of each date of borrowing of any Additional Term Commitments or effectiveness of Additional Revolving Commitments, (A) each of the representations and warranties conditions set forth in Section 7 4.02 shall be satisfied and (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant recomputed (assuming the applicable Additional Revolving Commitments established on such date are fully drawn and without netting the cash proceeds of any Additional Term Loans or any Additional Revolving Commitments being so incurred in calculating the Total Net Leverage Ratio) as of the last day of the Test Period; (v) the final maturity date of any Additional Term Loans shall be no earlier than the Latest Maturity Date applicable to each Class of Term Loans outstanding prior to such proposed incurrence of Additional Term Loans; (vi) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the then remaining Weighted Average Life to Maturity of each Class of Term Loans outstanding prior to such proposed incurrence of Additional Term Loans (it being understood that, subject to the foregoing requirements of this clause (vi), the amortization requirements with respect to any Additional Term Loans may differ); (vii) the interest margins for the Additional Term Loans shall be determined by the Borrower and the Additional Term Lenders; provided that in the other Loan Documents event that the All-In Yield for any Additional Term Loans is greater than the All-In Yield for the Initial Term Loans by more than 50 basis points, then the Applicable Rate for the Initial Term Loans shall be increased to the extent necessary so that the All-In Yield for such Additional Term Loans is not more than 50 basis points higher than the All-In Yield for the Initial Term Loans; (viii) (A) the security interest and remain true guaranties benefiting the Additional Term Loans and/or Additional Revolving Commitments (and correct advances of credit thereunder) will rank pari passu in all material respects right of payment and security with the existing Facilities, (B) no Person shall guarantee the obligations with respect to the Additional Term Loans and/or Additional Revolving Commitments (and advances of credit thereunder) unless such Person is a Subsidiary Loan Party and (C) the Additional Term Loans and/or Additional Revolving Commitments (and advances of credit thereunder) will not be secured by any property that does not constitute Collateral under the existing Facilities; (ix) any Additional Term Loans shall share on a pro rata basis in any voluntary and mandatory prepayments with the Initial Term Loans or, if agreed to by the Additional Term Lenders, on a less than pro rata basis (but in no event on a greater than pro rata basis); and (x) any Additional Revolving Commitment shall have the same maturity dates and be on the effective date same pricing (excluding upfront fees and other fees of the type excluded from the determination of “All-In Yield”) and other terms and pursuant to the definitive documentation applicable to the Revolving Commitments of such increase Class that is being increased, and any Additional Term Loans and Additional Term Commitments shall be on terms to be determined, provided that, (where A) the final maturity, Weighted Average Life to Maturity, pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Additional Term Loans shall be as agreed between the Borrower and the Additional Term Lenders but subject to the foregoing clauses (v), (vi), (vii) and (ix) and (B) the covenants and other terms applicable to such Additional Term Loans (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the Additional Term Lenders, shall not already qualified be materially more favorable (when taken as a whole) to the Additional Term Lenders than those applicable to any Class of Term Loans then outstanding under this Agreement (as determined by materiality, otherwise the Borrower in all respectsgood faith), except to the extent such covenants and other terms apply solely to any period after the same expressly relate Latest Maturity Date then applicable to any Class of Term Loans or such covenants or other terms apply equally for the benefit of the other Lenders. (b) Each such notice shall specify (x) the date (each, an earlier date, in “Additional Commitments Effective Date”) on which case they the Borrower proposes that the Additional Commitments shall be true effective, which shall be a Business Day and correct in all material respects (where not already qualified y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by materialityeach such Person. As a condition precedent to the effectiveness of any Additional Commitments, otherwise in all respects) the Borrower shall deliver to the Administrative Agent a certificate dated as of such earlier datethe Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to the Additional Commitments (and assuming full utilization thereof) the requirements of Section 2.20(a)(i), (iv) and (x) are satisfied, and setting forth the calculation of the Incremental Cap. (c) On each Additional Commitments Effective Date with respect to any Additional Term Commitment, each Additional Term Lender shall make an Additional Term Loan to the Borrower in a principal amount equal to its Additional Term Commitment. The effective date of Borrower shall prepay any Revolving Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Revolving Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, (and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended pay any additional amounts required pursuant to reflect the increase and the new Lender(sSection 2.16) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of extent necessary to keep the outstanding Revolving Loans and L/C Obligations to pro rata across all Classes of Revolving Commitments arising from any nonratable increase in the Revolving Commitments. If there is a new borrowing of Revolving Commitments on such Additional Commitments Effective Date, the Revolving Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender Additional Revolving Commitments shall make such Revolving Loans in accordance with Section 2.01(b). (including d) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by the Lenders Persons providing the Commitment Amount Increase) will hold Loans Additional Commitments (and L/C Obligations equal the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to its Percentage of all outstanding Loans this Agreement and L/C Obligations. It shall the other Loan Documents as may be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on necessary or appropriate, in the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses opinion of the Administrative Agent relating and the Borrower, to effect the provisions of this Section 2.20. (e) This Section 2.20 shall supersede any Commitment Amount Increase. Notwithstanding anything herein provisions in Section 2.18 or Section 9.02 to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers may from time In the event Borrower purchases additional assets that are added to timeand become part of the LGS Assets, on any Business Day after the Effective Date Borrower may, at its option and prior subject to the Termination Date so long as no Default or Event of Default existsconditions set forth below in this §2.7, request up to two (2) times per annum that Agent increase the aggregate amount Commitments to the extent of thirty percent (30%) of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date documented cost of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that assets by (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, admitting additional Lenders hereunder (each a “Subsequent Lender”) and/or (ii) increasing the Commitment of any increase Lender (each an “Increasing Lender”) subject to the following conditions: (a) each Subsequent Lender shall meet the conditions for an Eligible Assignee; (b) if requested by the applicable Lender, Borrower executes new Notes payable to the order of each Subsequent Lender, or a new or replacement Note payable to the order of each Increasing Lender; (c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement evidencing its agreement to be bound as a Lender hereunder and each Increasing Lender executes and delivers to Agent an acknowledgement of its increased Commitment; (d) Borrower and Agent shall have executed new Security Documents and/or modifications of the aggregate amount Security Documents and other Loan Documents to reflect the increase in the Commitments and additions to the Collateral and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Revolving Credit Security Documents or increase in the Commitment amount and Agent shall be provided with evidence satisfactory to it that all Liens in favor of Agent are and remain first priority Liens; (e) the Ultra Lease shall have been amended and/or the Base Rent thereunder shall have been increased to give effect to the purchase of additional assets by Borrower that become part of the LGS Assets, all in form and substance satisfactory to Agent; (f) after giving effect to the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the sum of all Commitments does not exceed $78,000,000; (g) each increase in the total Commitments shall be in an the amount not less than of at least $25,000,000 and 1,000,000; (iiih) each all of the representations and warranties set forth in Section 7 of Borrower and CORR in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of the effective date of the increase in the total Commitment (where not already qualified or if such representations and warranties by materialitytheir terms relate solely to an earlier date, otherwise in all respects) then as of such earlier date); (i) no Default or Event of Default exists or would result therefrom; (j) no Lender, including, but not limited to KeyBank, shall be an Increasing Lender without the written consent of such Lender; (k) Borrower shall have delivered to Agent a Compliance Certificate setting forth in reasonable detail computations evidencing compliance, on a proforma basis giving effect to the Commitment increase, with the covenants contained in §9; and (l) Borrower shall enter into Hedge Agreements with respect to such increase in the Commitments having terms reasonably satisfactory to Agent taking into account the terms of the existing Hedge Agreements; and (m) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require to evidence and effectuate such new or increased Commitments and shall pay or reimburse Agent and Agent’s Special Counsel for all reasonable fees (including any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, if any, as may be agreed for such increase in the Commitments. The effective date After adding the Commitment of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that its Commitment Amount Increase shall be agreed upon by the Company, on behalf Percentage under Schedule 1.1 and allocated portion of the BorrowersOutstanding Loans will change in accordance with its pro rata share of the increased Term Commitments.) Unless and until the total Commitments have been increased in accordance with this §2.7, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments Borrower shall not be subject to permitted any disbursement beyond the requirements set forth in Section 14.11) amount of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving Commitments in effect immediately prior to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentproposed increase.

Increase in Commitments. The Borrowers may Borrower may, from time to time, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default or Event of Default existsDate, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an one or more additional Lender Lenders (or additional Revolving Credit Commitments for existing Lender(s)) or by a combination of existing Lenders and additional Lenders) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed be increased by an amount in excess of $850,000,000250,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments Commitment Amount Increase shall be in an amount not less than $25,000,000 and 5,000,000, (iii) each no Default or Event of Default shall have occurred and be continuing at the time of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on request or the effective date of such increase the Commitment Amount Increase, and (where not already qualified by materiality, otherwise iv) all representations and warranties contained in all respects), except to the extent the same expressly relate to an earlier date, in which case they Section 6 hereof shall be true and correct in all material respects (where not already qualified by materialitymateriality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date). The effective date of any the Commitment Amount Increase shall be agreed upon by as set forth in the Company, on behalf of the Borrowers, and the Administrative Agentrelated commitment amount increase request. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make Loans in an amount sufficient such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, that after giving effect to such assignments, its advance each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to shall have outstanding its Percentage of all outstanding Loans and L/C ObligationsLoans. It shall be a condition to such effectiveness that (i) either no Eurocurrency if any Eurodollar Loans be are outstanding on the date of such effectiveness or effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrowers Borrower shall pay any applicable breakage cost under amounts owing to the Lenders pursuant to Section 3.6 incurred by any Lender resulting from the repayment of its Loans 1.11 hereof and (ii) the Borrowers Borrower shall not have previously terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 1.12 hereof. The Borrowers agree Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount IncreaseIncrease and arrangement fees related thereto as agreed upon in writing between Administrative Agent and the Borrower. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers may from time to time, on any Business Day after the Effective Date and prior to the Termination Date so (a) So long as no Default or Event of Default existsexists or would arise therefrom, the Lead Borrower shall have the right, at any time and from time to time after the Closing Date, to request an increase of the aggregate of the then outstanding Extended Commitments by an amount not to exceed in the aggregate $75,000,000; provided that the Lead Borrower shall have the right to request additional increases of the then outstanding Extended Commitments by an amount equal to the aggregate amount of the Revolving Credit Non-Extended Commitments by the Company delivering a Commitment Amount Increase Request at least five terminated (5) Business Days or will be terminated on or prior to the desired Commitment Increase Date (as defined below) for the relevant Commitment Increase (as defined below)) after the Second Amendment Effective Date in accordance with SECTION 2.15 or as a result of the occurrence of the Non-Extended Maturity Date. The Administrative Agent and the Lead Borrower shall determine the effective date of such requested increase and any such requested increase shall be first made available to all existing Extended Lenders on a pro rata basis, with any such Extended Lender accepting such increase in a timely fashion relative to the Commitment Increase Date. To the extent that the existing Extended Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the “Commitment Amount Increase”Lead Borrower) identifying to become a Lender hereunder and to issue commitments in an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and amount equal to the amount of the increase in the Extended Commitments requested by the Lead Borrower and not accepted by the existing Extended Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Revolving Credit Commitment, an “Additional Commitment (or additional amount of its Revolving Credit Commitment(sLender”)); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000Lead Borrower, (ii) any increase Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the aggregate amount of Administrative Agent, the Revolving Credit Commitments Issuing Banks and the Lead Borrower (which approval shall not be in an amount not less than $25,000,000 unreasonably withheld or delayed), and (iii) without the consent of the Administrative Agent, at no time shall the Commitment of any Additional Lender under this Agreement be less than $5,000,000. Each Commitment Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples of $5,000,000 in excess thereof. (b) No Commitment Increase shall become effective unless and until each of the representations and warranties set forth in Section 7 and in following conditions have been satisfied or waived: (i) If a Cash Dominion Event then exists, the other Loan Documents Parties shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materialityhave demonstrated, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as reasonable satisfaction of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase that both before and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignmentsCommitment Increase and any Credit Extensions and Investments made in connection therewith, Holdings shall be in compliance with SECTION 6.11, on a Pro Forma Basis, as of the last day of the then most recently ended Fiscal Quarter; (ii) The Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents as the Administrative Agent shall reasonably require; (iii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and to the Administrative Agent as the Lead Borrower and such Additional Commitment Lenders and the Administrative Agent shall agree; (iv) The Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and dated such date; (v) A Revolving Credit Note (to the extent requested) will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Commitment Lender; and (vi) The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the with each date of such effectiveness or being referred to herein as a “Commitment Increase Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1(a) shall be deemed modified, without further action, to reflect the revised Extended Commitment Percentage of the Extended Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Extended Commitments. (d) In connection with Commitment Increases hereunder, the Lenders and the Borrowers pay agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any applicable breakage cost under Section 3.6 incurred by any Lender resulting from increase in the repayment of its Loans Commitments pursuant to this SECTION 2.02), and (ii) the Borrowers shall not have terminated pay to the Lenders any portion costs of the type referred to in SECTION 2.16(b) in connection with any repayment and/or Revolving Credit Commitments Loans required pursuant to Section 3.7 hereofpreceding clause (i). The Without limiting the obligations of the Borrowers agree to pay any reasonable expenses of provided for in this SECTION 2.02, the Administrative Agent relating and the Lenders agree that they will use their best efforts to any Commitment Amount Increase. Notwithstanding anything herein attempt to minimize the contrary, no Lender shall have any obligation costs of the type referred to in SECTION 2.16(b) which the Borrowers would otherwise occur in connection with the implementation of an increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentin the Commitments.

Increase in Commitments. (i) The Borrowers may Borrower shall have the option, without the consent of the Lenders, from time to timetime to cause one or more increases in the Aggregate Commitments by adding, on any Business Day after subject to the Effective Date prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the Termination Date so long as increase, no Default or Event of Default existsshall have occurred hereunder and be continuing, (B) no such increase shall cause the aggregate amount of Aggregate Commitments to exceed $1,150,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, and (D) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Revolving Credit Commitments Administrative Agent and executed by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to Borrower, the desired Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Commitment Amount IncreaseIncrease Effective Date”) identifying an additional ). Each financial institution that becomes a New Lender (or additional Revolving Credit Commitments for existing Lender(s)) pursuant to this Section by the execution and delivery to the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount Administrative Agent of the Revolving Credit applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments shall not at any time exceed $850,000,000, under this Section. (ii) any As a condition precedent to each increase pursuant to subsection (c)(i) above, the Borrower shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the aggregate amount Increase Effective Date, signed by a Responsible Officer of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) Borrower certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties set forth (other than Added L/C Representations) contained in Section 7 this Agreement and in the other Loan Documents shall be and remain are true and correct in all material respects on and as of the effective date of Increase Effective Date after giving effect to such increase (where not already qualified by materiality, otherwise in all respects)increase, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be were true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date , and (2) no Default or Event of any Commitment Amount Increase shall be agreed upon Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to the Borrower, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the CompanyAdministrative Agent or such Lenders. (iii) The Borrower shall have the option, on behalf of the Borrowers, and by agreement with any Lender to (A) after consultation with the Administrative Agent. Upon , cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) Letter of the outstanding Loans and L/C Obligations to the Lenders providing the Credit Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentas an Issuing Bank.

Increase in Commitments. (a) The Borrowers Borrower may from time to time, on any Business Day after the Effective Date and prior by written notice to the Termination Date so long as no Default or Event of Default exists, Administrative Agent elect to seek (x) commitments (“Additional Revolving Credit Commitments”) to increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five and/or (5y) Business Days prior to the desired effective date of such increase commitments (the “Commitment Amount IncreaseAdditional Term Commitments”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and to increase the aggregate principal amount of its Revolving Credit Commitment (any existing Class of Term Loans or additional amount to establish one or more new Classes of its Revolving Credit Commitment(s))Term Loans; provided, however, that provided that: (i) the aggregate amount of all Additional Commitments shall not exceed the sum of (A) (x) the greater of $125,000,000 and an amount equal to 100.0% of Consolidated EBITDA of the Borrower for the most recently ended four full fiscal quarters ending with the latest fiscal quarter (or fiscal year) for which financial statements have been delivered pursuant to Section 6.01 less (y) the aggregate principal amount of Junior Lien Indebtedness incurred under Section 7.02(b)(i) less (z) the aggregate principal amount of Incremental Notes incurred under Section 7.02(u)(A) (the amount in this clause (A), the “Incremental Dollar Basket”), plus (B) all voluntary prepayments of Term Loans and voluntary commitment reductions of Revolving Credit Commitments shall prior to or simultaneous with the Additional Commitments Effective Date (excluding voluntary prepayments of Additional Term Loans and voluntary commitment reductions of Additional Revolving Credit Commitments, to the extent such Additional Term Loans and Additional Revolving Credit Commitments were obtained pursuant to clause (C) below), plus (C) additional amounts so long as the Consolidated First Lien Net Leverage Ratio and the Consolidated Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, as if any Additional Term Loans or Additional Revolving Credit Commitments, as applicable and in either case incurred pursuant to this clause (C), available under such Additional Commitments had been outstanding on the last day of such period, and, in each case (x) with respect to any Additional Revolving Credit Commitment incurred pursuant to this clause (C), assuming a borrowing of the maximum amount of Loans available thereunder, and (y) excluding the cash proceeds of any Loans pursuant to such Additional Commitments, do not at any time exceed $850,000,0003.75:1.00 and 6.50:1.00, respectively (this clause (C), the “Incremental Ratio Exception”); (ii) any such increase of the aggregate amount of the Revolving Credit Commitments or any new Class shall be in an aggregate amount not of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $25,000,000 and 10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i); (iii) the final maturity date of any Additional Term Loans shall be no earlier than the Latest Maturity Date; (iv) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the then remaining Weighted Average Life to Maturity of each Class of Term Loans outstanding prior to such proposed incurrence of Additional Term Loans (the “Outstanding Term Loans”); (v) the Applicable Rate with respect to any Additional Term Loans shall be determined by the Borrower and the lenders of the Additional Term Loans; provided that with respect to any Additional Term Loans incurred prior to the date that is 18 months after the Closing Date, (x) in the event that the Applicable Rate for any such Additional Term Loans is greater than the Applicable Rate for the Term B Loans by more than 50 basis points, then the Applicable Rate for the Term B Loans shall be increased to the extent necessary so that the Applicable Rate for the Additional Term Loans is not more than 50 basis points higher than the Applicable Rate for the Term B Loans; provided, further, that, in determining the Applicable Rate with respect to Additional Term Loans or the applicable Class of Outstanding Term Loans pursuant to this clause (v), (A) original issue discount (“OID”) or upfront or similar fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the lenders providing such Additional Term Loans or such Outstanding Term Loans in the primary syndication thereof (with OID being equated to interest based on an assumed four-year life to maturity) shall be included and (B) customary arrangement or commitment fees payable to any lead arranger (or its affiliates) in connection with the Additional Term Loans or Outstanding Term Loans shall be excluded, and (y) if any Eurodollar Rate “floor” or Base Rate “floor” applicable to any Additional Term Loans exceeds the Eurodollar Rate “floor” or Base Rate “floor” applicable to the Outstanding Term Loans, the Eurodollar Rate “floor” or Base Rate applicable to the Term B Loans shall be increased so that the applicable “floor” is the same; (vi) no existing Lender shall be required to provide any Additional Commitments; (vii) subject to clause (iv), the amortization schedule applicable to the Additional Term Commitments shall be determined by the Borrower and the lenders thereof; (viii) the Additional Term Loans shall rank pari passu in right of payment and security with the existing Loans; and (ix) the Additional Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Borrower and the lenders of the Additional Term Loans so long as such Additional Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to Term B Loans. (b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to the Additional Commitments (and assuming full utilization thereof), (i) the representations and warranties set forth contained in Section 7 Article V and in the other Loan Documents shall be and remain are true and correct in all material respects on and as of the effective date of such increase (where not already qualified by materiality, otherwise in all respects)Additional Commitments Effective Date, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and except that for purposes of this Section 2.16(b), the Administrative Agent. Upon the effectiveness thereof, Schedule 1 representations and warranties contained in Section 5.05(a) shall be deemed amended to reflect refer to the increase most recent financial statements furnished pursuant to subsection (a) of Section 6.01 and the new Lender(s(ii) (orno Default or Event of Default exists. On each Additional Commitments Effective Date with respect to any Additional Term Commitment, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders each Person with an Additional Term Commitment shall make such assignments (which assignments shall not be subject an Additional Term Loan to the requirements set forth Borrower in a principal amount equal to such Person’s Additional Term Commitment. The Borrower shall prepay any Revolving Credit Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Revolving Credit Commitment (and pay any additional amounts required pursuant to Section 14.113.05) of to the extent necessary to keep the outstanding Revolving Credit Loans and L/C Obligations to ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments. If there is a new Borrowing of Revolving Credit Commitments on such Additional Commitments Effective Date, the Revolving Credit Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender Additional Revolving Credit Commitments shall make such Revolving Credit Loans in accordance with Section 2.01(b). (including c) Any other terms of and documentation entered into in respect of any Additional Term Commitments shall be on terms and pursuant to documentation agreed between the Borrower and the Lenders providing such Additional Term Commitments (including with respect to voluntary and mandatory prepayments), other than as contemplated by Section 2.16(a)(iii), (iv), (v), (vii), (viii) or (ix) above; provided that to the Commitment Amount Increaseextent such other terms and documentation in respect of any Additional Term Loans are not consistent with those of the Term B Loans (except to the extent permitted by Section 2.16(a)(iii), (iv), (v), (vii), (viii) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It or (ix) above) they shall be a condition reasonably satisfactory to the Administrative Agent. (d) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such effectiveness that (i) either no Eurocurrency Loans amendments to this Agreement and the other Loan Documents as may be outstanding on necessary or appropriate, in the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses opinion of the Administrative Agent relating and the Borrower, to effect the provisions of this Section 2.16. (e) This Section 2.16 shall supersede any Commitment Amount Increase. Notwithstanding anything herein provisions in Section 2.13 or Section 11.01 to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers may Subject to the terms and conditions set forth herein, the Borrower shall have the right, from time to time, on any time and upon at least ten Business Day after the Effective Date and Days’ prior written notice to the Termination Date so long as no Default Administrative Agent (an “Incremental Request”), to request to add one or Event more tranches of Default exists, term “A” loans (“Incremental Term Loans”) and/or increase the aggregate amount of the Aggregate Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount IncreaseIncremental Revolving Commitments”; and revolving loans made thereunder, the “Incremental Revolving Loans”; the Incremental Revolving Loans, together with the Incremental Term Loans are referred to herein as the “Incremental Facility Loans”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); providedsubject, however, that in any such case, to satisfaction of the following conditions precedent: (ia) the aggregate amount of the all Incremental Revolving Credit Commitments and Incremental Term Loans effected pursuant to this Section 2.15 shall not at any time exceed $850,000,0001,000,000,000; (b) on the date on which any amendment, restatement or amendment and restatement of this Agreement pursuant to which an Incremental Facility Loan will be made (iian “Incremental Facility Amendment”) any increase is to become effective, both immediately prior to and immediately after giving effect to the incurrence of such Incremental Facility Loans (assuming that the aggregate full amount of the Revolving Credit Commitments Incremental Facility Loans shall have been funded on such date) and any related transactions, no Default shall have occurred and be in an amount not less than $25,000,000 and continuing; (iiic) each of the representations and warranties set forth in Section 7 and in the other Loan Documents Article V shall be and remain true and correct in all material respects on the effective date of (or if such increase (where not already representation and warranty is qualified by materialitymateriality or Material Adverse Effect, otherwise in all respects)it shall be true and correct) on and as of the date on which such Incremental Facility Amendment is to become effective, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (where not already or if such representation and warranty is qualified by materialitymateriality or Material Adverse Effect, otherwise in all respectsit shall be true and correct) as of such earlier date except that for purposes of this Section 2.15, the representations and warranties contained in Section 5.03 shall be deemed to refer to the most recent statements furnished pursuant to subsections (b) and (c), as applicable, of Section 6.01; (d) such Incremental Facility Loans shall be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent); (e) any Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date. The effective date , interest rate and prepayment provisions, and shall constitute part of the Aggregate Revolving Commitments; (f) in the case of any Commitment Amount Increase Incremental Term Loan it shall: (A) rank pari passu in right of payment priority with the existing Committed Loans, (B) have a maturity date that is not earlier than the later of the then-latest Maturity Date, (C) have an amortization schedule and interest rate margins as determined by the Borrower and the Lenders of such Incremental Term Loan and (D) otherwise be on terms substantially identical to (or less favorable to the Lenders thereof than) the existing Committed Loans (except to the extent permitted above with respect to the maturity date, amortization and interest rate and other than terms which are applicable only after the then-latest Maturity Date); (g) the Administrative Agent shall have received additional commitments in a corresponding amount of such requested Incremental Facility Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be agreed upon required to provide an additional commitment); and (h) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Borrower) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility Loans and the validity of such Incremental Facility Loans, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent. Each Incremental Term Loan and any Incremental Revolving Commitments shall be evidenced by an amendment to this Agreement, giving effect to the modifications permitted by this Section 2.15 (and subject to the limitations set forth in the immediately preceding paragraph), executed by the CompanyBorrower, on behalf the Administrative Agent and each Lender providing a portion of the BorrowersIncremental Term Loan and/or Incremental Revolving Commitments, as applicable; which such amendment, when so executed, shall amend this Agreement as provided therein. No such amendment shall be required to be executed or approved by any Lender, other than the Lenders providing such Incremental Term Loans and/or Incremental Revolving Commitments, as applicable, and the Administrative Agent, in order to be effective. Upon the The effectiveness thereof, Schedule 1 of any such amendment shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding satisfaction on the date thereof of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion each of the Revolving Credit Commitments pursuant to conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith. This Section 3.7 hereof. The Borrowers agree to pay 2.15 shall supersede any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein provisions in Section 2.13 or 10.01 to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers may Borrower may, from time to time, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default or Event of Default existsDate, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the each such increase, a “Commitment Amount Increase”) identifying an one or more additional Lender Lenders (or additional Revolving Credit Commitments for provided by existing Lender(s) or by a combination of existing Lenders and additional Lenders (each such Lender providing (or increasing) its Commitment pursuant to any Commitment Amount Increase, a “Commitment Amount Increase Lender”)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed be increased by an amount in excess of $850,000,000500,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments Commitment Amount Increase shall be in an amount not less than $25,000,000 and 5,000,000, (iii) each no Default or Event of Default shall have occurred and be continuing at the time of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on request or the effective date of such increase Commitment Amount Increase, and (where not already qualified by materiality, otherwise iv) all representations and warranties contained in all respects), except to the extent the same expressly relate to an earlier date, in which case they Section 6 hereof shall be true and correct in all material respects (where not already qualified by materialitymateriality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date). The effective date of any a Commitment Amount Increase shall be agreed upon by as set forth in the Company, on behalf of the Borrowers, and the Administrative Agentrelated commitment amount increase request. Upon the effectiveness thereofof any Commitment Amount Increase, Schedule 1 shall (i) each Lender hereunder immediately prior to the effectiveness of such Commitment Amount Increase will automatically and without further act be deemed amended to reflect the increase have assigned to each relevant Commitment Amount Increase Lender, and the new Lender(s) (oreach relevant Commitment Amount Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignmentseach deemed assignment and assumption of participations, all of the Lenders’ (including each Commitment Amount Increase Lender) (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Loans shall be held on a pro rata basis on the basis of their respective Commitments (after giving effect to any increase in the aggregate Commitments pursuant to this Section 1.15) and (ii) each Lender hereunder immediately prior to the effectiveness of such Commitment Amount Increase will automatically and without further act be deemed to have assigned Loans to the other Lenders (including the Commitment Amount Increase Lenders), and such other Lenders providing (including the Commitment Amount IncreaseIncrease Lenders) will hold shall be deemed to have purchased such Loans, in each case to the extent necessary so that all of the Lenders participate in each outstanding borrowing of Loans pro rata on the basis of their respective Commitment (after giving effect to any Commitment Amount Increase pursuant to this Section 1.15); it being understood and L/C Obligations equal agreed that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to its Percentage of all outstanding Loans and L/C Obligationsthe transactions effected pursuant to the immediately preceding sentence. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers Borrower shall not have previously terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 1.12 hereof. The Borrowers agree Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount IncreaseIncrease pursuant to Section 12.15 and arrangement fees related thereto as agreed between Administrative Agent and the Borrower in that certain fee letter dated March 14, 2018. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. (a) The Borrowers Borrower may from time to time, on any Business Day after the Effective Date and prior by written notice to the Termination Date so long as no Default or Event of Default exists, Administrative Agent elect to seek (x) commitments (“Additional Revolving Credit Commitments”) to increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five and/or (5y) Business Days prior to the desired effective date of such increase commitments (the “Commitment Amount IncreaseAdditional Term Commitments”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and to increase the aggregate principal amount of its Revolving Credit Commitment (any existing Class of Term Loans or additional amount to establish one or more new Classes of its Revolving Credit Commitment(s))Term Loans; provided, however, that provided that: (i) the aggregate amount of all Additional Commitments shall not exceed the sum of (A) after the Amendment No. 1 Effective Date, and after giving effect to the incurrence of the 2016 Incremental Term B Loans and the 2016 Incremental Revolving Credit Commitment Increase, (x) $75,000,000 less (y) the aggregate principal amount of Junior Lien Indebtedness incurred under Section 7.02(b)(i) less (z) the aggregate principal amount of Incremental Notes incurred under Section 7.02(v)(A) (the amount in this clause (A), the “Incremental Dollar Basket”), plus (B) all voluntary prepayments of Term Loans and voluntary commitment reductions of Revolving Credit Commitments shall prior to or simultaneous with the Additional Commitments Effective Date (excluding voluntary prepayments of Additional Term Loans and voluntary commitment reductions of Additional Revolving Credit Commitments, to the extent such Additional Term Loans and Additional Revolving Credit Commitments were obtained pursuant to clause (C) below), plus (C) additional amounts so long as the Consolidated First Lien Net Leverage Ratio and the Consolidated Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, as if any Additional Term Loans or Additional Revolving Credit Commitments, as applicable and in either case incurred pursuant to this clause (C), available under such Additional Commitments had been outstanding on the last day of such period, and, in each case (x) with respect to any Additional Revolving Credit Commitment incurred pursuant to this clause (C), assuming a borrowing of the maximum amount of Loans available thereunder, and (y) excluding the cash proceeds of any Loans pursuant to such Additional Commitments, do not at any time exceed $850,000,0003.75:1.00 and 6.50:1.00, respectively (this clause (C), the “Incremental Ratio Exception”); (ii) any such increase of the aggregate amount of the Revolving Credit Commitments or any new Class shall be in an aggregate amount not of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $25,000,000 and 10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i); (iii) the final maturity date of any Additional Term Loans shall be no earlier than the Latest Maturity Date; (iv) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the then remaining Weighted Average Life to Maturity of each Class of Term Loans outstanding prior to such proposed incurrence of Additional Term Loans (the “Outstanding Term Loans”); (v) the Applicable Rate with respect to any Additional Term Loans shall be determined by the Borrower and the lenders of the Additional Term Loans; provided that with respect to any Additional Term Loans incurred prior to the date that is 18 months after the Amendment No. 1 Effective Date, (x) in the event that the Applicable Rate for any such Additional Term Loans is greater than the Applicable Rate for the Term B Loans by more than 50 basis points, then the Applicable Rate for the Term B Loans shall be increased to the extent necessary so that the Applicable Rate for the Additional Term Loans is not more than 50 basis points higher than the Applicable Rate for the Term B Loans ; provided, further, that, in determining the Applicable Rate with respect to Additional Term Loans or the applicable Class of Outstanding Term Loans pursuant to this clause (v), (A) original issue discount (“OID”) or upfront or similar fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the lenders providing such Additional Term Loans or such Outstanding Term Loans in the primary syndication thereof (with OID being equated to interest based on an assumed four-year life to maturity) shall be included and (B) customary arrangement or commitment fees payable to any lead arranger (or its affiliates) in connection with the Additional Term Loans or Outstanding Term Loans shall be excluded, and (y) if any Eurodollar Rate “floor” or Base Rate “floor” applicable to any Additional Term Loans exceeds the Eurodollar Rate “floor” or Base Rate “floor” applicable to the Outstanding Term Loans, the Eurodollar Rate “floor” or Base Rate applicable to the Term B Loans shall be increased so that the applicable “floor” is the same; (vi) no existing Lender shall be required to provide any Additional Commitments; (vii) subject to clause (iv), the amortization schedule applicable to the Additional Term Commitments shall be determined by the Borrower and the lenders thereof; (viii) the Additional Term Loans shall rank pari passu in right of payment and security with the existing Loans; and (ix) the Additional Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Borrower and the lenders of the Additional Term Loans so long as such Additional Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to Term B Loans. (b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to the Additional Commitments (and assuming full utilization thereof), (i) the representations and warranties set forth contained in Section 7 Article V and in the other Loan Documents shall be and remain are true and correct in all material respects on and as of the effective date of such increase (where not already qualified by materiality, otherwise in all respects)Additional Commitments Effective Date, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and except that for purposes of this Section 2.16(b), the Administrative Agent. Upon the effectiveness thereof, Schedule 1 representations and warranties contained in Section 5.05(a) shall be deemed amended to reflect refer to the increase most recent financial statements furnished pursuant to subsection (a) of Section 6.01 and the new Lender(s(ii) (orno Default or Event of Default exists. On each Additional Commitments Effective Date with respect to any Additional Term Commitment, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders each Person with an Additional Term Commitment shall make such assignments (which assignments shall not be subject an Additional Term Loan to the requirements set forth Borrower in a principal amount equal to such Person’s Additional Term Commitment. The Borrower shall prepay any Revolving Credit Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Revolving Credit Commitment (and pay any additional amounts required pursuant to Section 14.113.05) of to the extent necessary to keep the outstanding Revolving Credit Loans and L/C Obligations to ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments. If there is a new Borrowing of Revolving Credit Commitments on such Additional Commitments Effective Date, the Revolving Credit Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender Additional Revolving Credit Commitments shall make such Revolving Credit Loans in accordance with Section 2.01(b). (including c) Any other terms of and documentation entered into in respect of any Additional Term Commitments shall be on terms and pursuant to documentation agreed between the Borrower and the Lenders providing such Additional Term Commitments (including with respect to voluntary and mandatory prepayments), other than as contemplated by Section 2.16(a)(iii), (iv), (v), (vii), (viii) or (ix) above; provided that to the Commitment Amount Increaseextent such other terms and documentation in respect of any Additional Term Loans are not consistent with those of the Term B Loans (except to the extent permitted by Section 2.16(a)(iii), (iv), (v), (vii), (viii) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It or (ix) above) they shall be a condition reasonably satisfactory to the Administrative Agent. (d) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such effectiveness that (i) either no Eurocurrency Loans amendments to this Agreement and the other Loan Documents as may be outstanding on necessary or appropriate, in the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses opinion of the Administrative Agent relating and the Borrower, to effect the provisions of this Section 2.16. (e) This Section 2.16 shall supersede any Commitment Amount Increase. Notwithstanding anything herein provisions in Section 2.13 or Section 11.01 to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers may from time to time, on any Business Day after the Effective Date and prior to the Termination Date so (a) So long as no Default or Event of Default existsexists or would arise therefrom, the Lead Borrower shall have the right, at any time and from time to time after the Closing Date, to request an increase of the aggregate amount of the Revolving Credit then outstanding Commitments by an amount not to exceed in the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to aggregate $75,000,000. The Administrative Agent and the desired Lead Borrower shall determine the effective date of such requested increase and any such requested increase shall be first made available to all existing Lenders on a pro rata basis, with any such Lender accepting such increase in a timely fashion relative to the Commitment Increase Date. To the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the “Commitment Amount Increase”Lead Borrower) identifying to become a Lender hereunder and to issue commitments in an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Revolving Credit Commitment, an “Additional Commitment (or additional amount of its Revolving Credit Commitment(sLender”)); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000Lead Borrower, (ii) any increase Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the aggregate amount of Administrative Agent, the Revolving Credit Commitments Issuing Banks and the Lead Borrower (which approval shall not be in an amount not less than $25,000,000 unreasonably withheld or delayed), and (iii) without the consent of the Administrative Agent, at no time shall the Commitment of any Additional Lender under this Agreement be less than $5,000,000. Each Commitment Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples of $5,000,000 in excess thereof. (b) No Commitment Increase shall become effective unless and until each of the representations and warranties set forth in Section 7 and in following conditions have been satisfied or waived: (i) If a Cash Dominion Event then exists, the other Loan Documents Parties shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materialityhave demonstrated, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as reasonable satisfaction of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase that both before and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignmentsCommitment Increase and any Credit Extensions and Investments made in connection therewith, Holdings shall be in compliance with SECTION 6.11, on a Pro Forma Basis, as of the last day of the then most recently ended Fiscal Quarter; (ii) The Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents as the Administrative Agent shall reasonably require; (iii) The Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and to the Administrative Agent as the Lead Borrower and such Additional Commitment Lenders and the Administrative Agent shall agree; (iv) The Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and dated such date; (v) A Revolving Credit Note (to the extent requested) will be issued at the Borrowers’ expense, to each such Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Commitment Lender; and (vi) The Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the with each date of such effectiveness or being referred to herein as a “Commitment Increase Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, (ii) Schedule 1.1(a) shall be deemed modified, without further action, to reflect the revised Commitment Percentages of the Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect such increased Commitments. (d) In connection with Commitment Increases hereunder, the Lenders and the Borrowers pay agree that, notwithstanding anything to the contrary in this Agreement, (i) the Borrowers shall, in coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be required by the Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their Commitment Percentages (determined after giving effect to any applicable breakage cost under Section 3.6 incurred by any Lender resulting from increase in the repayment of its Loans Commitments pursuant to this SECTION 2.02), and (ii) the Borrowers shall not have terminated pay to the Lenders any portion costs of the type referred to in SECTION 2.16(b) in connection with any repayment and/or Revolving Credit Commitments Loans required pursuant to Section 3.7 hereofpreceding clause (i). The Without limiting the obligations of the Borrowers agree to pay any reasonable expenses of provided for in this SECTION 2.02, the Administrative Agent relating and the Lenders agree that they will use their best efforts to any Commitment Amount Increase. Notwithstanding anything herein attempt to minimize the contrary, no Lender shall have any obligation costs of the type referred to in SECTION 2.16(b) which the Borrowers would otherwise occur in connection with the implementation of an increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentin the Commitments.

Increase in Commitments. The Borrowers may (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders, the Administrative Agent or the Issuing Banks, to cause from time to time, on any Business Day after time an increase in the Effective Date and prior to the Termination Date so long as no Default or Event of Default exists, increase the aggregate total amount of the Revolving Credit Commitments by the Company delivering (a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an by adding to this Agreement one or more additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and the amount of its Revolving Credit Commitment Issuing Banks (each a “CI Lender”) or additional amount of its Revolving Credit Commitment(s))by allowing one or more existing Lenders to increase their respective Commitments; provided, however, that (i) the aggregate amount no Event of the Revolving Credit Commitments Default shall not at any time exceed $850,000,000have occurred which is continuing, (ii) any increase of no such Commitment Increase shall cause the aggregate total amount of the Revolving Credit Commitments shall be in an amount not less than to exceed $25,000,000 and 3,000,000,000, (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and remain true absolute discretion) and correct in all material respects (iv) if, on the effective date of such increase increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans. (where not already qualified b) Any Commitment Increase must be requested by materialitywritten notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.9 attached hereto. The Administrative Agent shall give prompt notice to each Issuing Bank of its receipt of a Notice of Commitment Increase. Once the Notice of Commitment Increase is fully-executed, otherwise such notice and such Commitment Increase shall be effective on the proposed effective date set forth in all respectssuch notice or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) that there are Loans outstanding as of such earlier date. The effective date , (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.3, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section, the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Amount Increase shall be agreed upon by the Company, on behalf or a CI Lender’s Commitment (as applicable) represented as a percentage of the Borrowers, and total amount of the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject Commitments after giving effect to the requirements set forth in Section 14.11) Commitment Increase, times the aggregate principal amount of the outstanding Loans and L/C Obligations immediately prior to giving effect to the Lenders providing Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Amount Increase so that, on such Commitment Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the total amount of the Commitments shall be reduced after giving effect to such assignments, each Lender Commitment Increase; and (including 3) “Reduction Amount” means the Lenders providing amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment).

Increase in Commitments. The Borrowers may from time to time, on any Business Day after the Effective Date and prior to the Termination Date so (a) So long as no Default or Event of Default existshas occurred and is continuing or would result therefrom and the Total Commitments have not been voluntarily reduced, increase upon notice to the Administrative Agent, at any time after the Closing Date but prior to the Termination Date, the Borrowers may request one or more Additional Commitments (on the same terms as the existing Commitments); provided that: (i) after giving effect to any such addition, the minimum aggregate amount of Additional Commitments that have been added pursuant to this Section 2.22 shall not exceed $50,000,000; (ii) any such addition shall be in an aggregate amount of $10,000,000 or any whole multiple of $5,000,000 in excess thereof; and (iii) no Lender shall be required to participate in the Revolving Credit Additional Commitments. (b) If any Additional Commitments by are added in accordance with this Section 2.22, the Company delivering a Commitment Amount Increase Request at least five Administrative Agent and the Borrowers shall determine the effective date (5the “Additional Commitments Effective Date”) Business Days of such addition and the amount of, and the Persons who will provide, such Additional Commitments. The Administrative Agent shall promptly notify the Borrowers and Lenders (which may include Persons reasonably acceptable to the Administrative Agent, the Issuing Banks and the Borrowers that were not Lenders prior to the desired effective date Additional Commitments Effective Date) of the final amount of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) addition and the amount Additional Commitments Effective Date, as well as the respective interests in such Lender’s Extensions of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); providedCredit, however, that in each case subject to the assignments contemplated by this Section 2.22. As conditions precedent to such addition: (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth contained in Section 7 4 and in the other Loan Documents (including all documents required pursuant to Section 2.22(c)) shall be and remain true and correct in all material respects on and as of the effective date of such increase (where not already qualified by materiality, otherwise in all respects)Additional Commitments Effective Date, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date ; (ii) no Default or Event of Default shall exist immediately before or immediately after giving effect to such addition; (iii) the Borrowers, the Administrative Agent and Lenders (including any Commitment Amount Increase new Lenders being added in connection with such addition) shall be agreed upon have entered into all documents required pursuant to Section 2.22(c), and the Borrowers shall have complied with all of the conditions precedent to the effectiveness of such addition as provided in such documents (including any requirement to pay fees and expenses to any or all of Administrative Agent, the Lead Arrangers and Lenders, including any new Lenders); and (iv) the Borrowers shall have delivered to Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by the Company, on behalf a Responsible Officer of the Borrowers, certifying as to the truth, accuracy and correctness of the matters set forth in the immediately preceding clauses (i) and (ii). On each Additional Commitments Effective Date, each applicable Lender, Eligible Assignee or other Person who is providing an Additional Commitment shall become a “Lender” for all purposes of this Agreement and the Administrative Agentother Loan Documents. Upon the effectiveness thereof, Schedule 1 Any Additional Extension of Credit shall be deemed amended to reflect the increase an “Extension of Credit” for all purposes of this Agreement and the new Lender(sother Loan Documents. In furtherance of the foregoing, on any Additional Commitments Effective Date on which Additional Commitments are made, subject to the satisfaction of the other terms and conditions contained in this Section 2.22: (1) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or each of the existing Lenders shall make assign to each Person providing an Additional Commitment, and each such assignments (which assignments Person shall not be subject purchase from each of the existing Lenders, in an amount equal to the requirements set forth Outstanding Amount thereof (together with accrued but unpaid interest thereon), such interests in Section 14.11) the Extensions of the Credit outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so on such date as shall be necessary in order that, after giving effect to all such assignmentsassignments and purchases, such Extensions of Credit will be held by existing Lenders and the Person making the Additional Commitments ratably in accordance with their Percentage after giving effect to the addition of such Additional Commitments to the existing Commitments; and (2) each Lender Person making an Additional Commitment shall be deemed for all purposes to have made a Commitment and each Additional Extension of Credit shall be deemed, for all purposes, an Extension of Credit. (c) Any other terms of and documentation entered into in respect of any Additional Commitments provided in each case pursuant to this Section 2.22 shall be consistent with the Commitments (including the Lenders providing the Commitment Amount Increase) will hold Loans with respect to voluntary and L/C Obligations equal mandatory prepayments). Any Additional Commitments made or provided pursuant to its Percentage of all outstanding Loans and L/C Obligations. It this Section 2.22 shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on evidenced by one or more entries in the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred Register maintained by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to in accordance with the provisions set forth in Section 11.6(b)(iv). (d) This Section 2.22 shall supersede any Commitment Amount Increase. Notwithstanding anything herein provisions in Section 11.1 to the contrary. Notwithstanding any other provision of any Loan Document, no Lender shall have any obligation the Loan Documents may be amended by Administrative Agent and the Loan Parties, if necessary, to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent theretoprovide for terms applicable to each Additional Commitment, and each Lender as the case may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentbe.

Increase in Commitments. (a) The Borrowers Borrower may from time by written notice to time, on any Business Day after the Effective Date and Administrative Agent elect to request (x) prior to the Revolving Termination Date so long as no Default Date, an increase to the existing Revolving Commitments under one or Event of Default exists, increase the aggregate amount more of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five Facilities (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount IncreaseIncreased Revolving Commitment”) identifying an additional Lender and/or (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (iy) the aggregate amount establishment of the Revolving Credit one or more new term loan Commitments shall not at any time exceed $850,000,000(each, (iian “Incremental Term Loan Commitment”) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (iiiB) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment. (b) The increased or new Commitments shall become effective, as of such Increase Effective Date; provided that: (i) each of the representations and warranties conditions set forth in Section 7 5.2 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Debt resulting from the consummation of any acquisition permitted by this Agreement concurrently with such borrowings as of the date of the most recent financial statements delivered pursuant to Section 6.1(b) or (c), the Borrower shall be in compliance with each of the covenants set forth in Section 7.16; (iv) the Borrower shall make any payments required pursuant to Section 2.20 in connection with any adjustment of Revolving Loans pursuant to Section 2.24(d); and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (c) The terms and provisions of Loans made pursuant to the new Commitments shall be as follows: (i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments shall be, except as otherwise set forth herein or in the Increase Joinder, identical to (i) the Tranche B Term Loans (“Incremental Term B Loans”) or (ii) the Tranche A Term Loans (“Incremental Term A Loans”, and together with any Incremental Term B Loans, the “Incremental Term Loans”) (it being understood that Incremental Term Loans may be part of an existing Class of Term Loans); provided that the aggregate principal amount of all Incremental Term A Loans shall not exceed (A) $1,000,000,000 plus (B) an amount equal to the excess, if any, of (x) the amount of Tranche A Term Loans outstanding on the Closing Date less (y) the amount of Tranche A Term Loans outstanding on the applicable Increase Effective Date; (ii) any Loans made pursuant to Incremental Term Loan Commitments shall rank pari passu in right of payment and of security with the Term Loans; (iii) all terms and provisions (including Maturity Date) of Revolving Loans made pursuant to new Commitments shall be identical to the existing Revolving Loans; provided that in connection with any such new Commitments for additional Revolving Loans, the Borrower may pay to the Lenders providing such Commitments a fee in an amount not to exceed the highest upfront fee paid to Revolving Lenders of the applicable Revolving Facility on the Closing Date; (iv) the weighted average life to maturity of all (x) Incremental Term B Loans shall be no shorter than the weighted average life to maturity of the existing Tranche B Term Loans and (y) Incremental Term A Loans shall be no shorter than the weighted average life to maturity of the existing Tranche A Term Loans; (v) the maturity date of (x) all Incremental Term B Loans shall not be earlier than the latest Maturity Date with respect to the Tranche B Term Loans as then in effect and (y) all Incremental Term A Loans shall not be earlier than the latest Maturity Date with respect to the Tranche A Term Loans as then in effect; and (vi) the interest rate margins for (x) the new Incremental Term A Loans shall be determined by Borrower and the applicable new Lenders and (y) the new Incremental Term B Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the interest rate margins for the new Incremental Term B Loans, shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to any Tranche B Term Loans plus 50 basis points (and the interest rate margins applicable to the Tranche B Term Loans shall be increased to the extent necessary to achieve the foregoing); provided, further, that in determining the interest rate margins applicable to the existing Tranche B Term Loans, and the Incremental Term B Loans, as applicable, (x) original issue discount or upfront or similar fees (collectively, “OID”) payable by the Borrower to the Lenders of the existing Tranche B Term Loans or the Incremental Term B Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to arrangers (or their respective affiliates) shall be excluded and (z) if the Incremental Term B Loans include an interest rate floor greater than the interest rate floor applicable to the Tranche B Term Loans, such increased amount shall be equated to interest rate margins for purposes of determining whether an increase in the interest rate margins for the Tranche B Term Loans shall be required, to the extent an increase in the interest rate floor in the Tranche B Term Loans would cause an increase in the interest rate margins, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Tranche B Term Loans shall be increased by such increased amount. The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents shall as may be and remain true and correct necessary or appropriate, in all material respects on the effective date opinion of such increase the Administrative Agent, to effect the provisions of this Section 2.24. -70- (where not already qualified by materiality, otherwise in all respects), except to d) To the extent the same expressly relate to an earlier dateCommitments being increased on the relevant Increase Effective Date are Revolving Commitments, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf then each of the BorrowersRevolving Lenders having a Revolving Commitment under the applicable Revolving Facility prior to such Increase Effective Date (the “Pre-Increase Revolving Lenders”) shall assign to any Revolving Lender which is acquiring a new or additional Revolving Commitment under the applicable Revolving Facility on the Increase Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each Pre-Increase Revolving Lender, at the Administrative Agent. Upon the effectiveness principal amount thereof, Schedule 1 such interests in the Revolving Loans under the applicable Revolving Facility (which purchases shall be deemed amended to reflect prepayments of such Revolving Loans for purposes of Section 2.20) and, in the increase case of Alternative Currency Revolving Commitments, participation interests in LC Obligations and the new Lender(s) (or, if applicable, existing Lender(s)) Swingline Loans outstanding on such Increase Effective Date as shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth necessary in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so order that, after giving effect to all such assignmentsassignments and purchases, such Revolving Loans under the applicable Revolving Facility and, in the case of Alternative Currency Revolving Commitments, participation interests in LC Obligations and Swingline Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Revolving Commitments under the applicable Revolving Facility after giving effect to such Increased Revolving Commitments under the applicable Revolving Facility. (e) On any Increase Effective Date on which new Commitments for term loans under Incremental Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender (including of such new Commitment shall make a new Term Loan to the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations Borrower in an amount equal to its Percentage of all outstanding new Commitment. (f) The Loans and L/C Obligations. It Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be a condition entitled to such effectiveness that (i) either no Eurocurrency Loans be outstanding on all the date of such effectiveness or benefits afforded by, this Agreement and the Borrowers pay any applicable breakage cost under other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from Section 3.6 incurred 10 hereof and security interests created by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereofSecurity Documents. The Borrowers agree to pay Loan Parties shall take any reasonable expenses of actions reasonably required by the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the contrary, no Lender shall have establishment of any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentsuch Class of Term Loans or any such new Commitments.

Increase in Commitments. (a) The Borrowers may from Borrower shall have the right, at any time prior to time, on any Business Day after the Effective Date and date that is one hundred eighty (180) days prior to the Termination Date so long by written notice to and in consultation with the Administrative Agent, the Multicurrency Agent, Swingline Lender and the Joint Lead Arrangers, to request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) unless otherwise agreed by the Administrative Agent, any such request for a Commitment Increase shall be in a minimum amount of $5,000,000, (ii) immediately after giving effect to any Commitment Increase, the aggregate Commitments shall not exceed $550,000,000, (iii) no Default or Event of Default existsshall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase, (iv) immediately after giving effect to any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the covenants contained in Article V, and (v) no consent of any Lender to such Commitment Increase shall be required and no Lender shall be obligated to participate as a Lender in such Commitment Increase. No Lender shall have any obligation to become an Increasing Lender and any decision by a Lender to increase its Commitment shall be made in its sole discretion independently from any other Lender. Other than fees payable under the Joint Lead Arranger’s Letter Agreement, which shall be paid in accordance with their terms, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent, the Multicurrency Agent, or BB&T, ING Capital LLC and Fifth Third Bank, as joint lead arrangers, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion. (b) Each Additional Lender must qualify as an Eligible Assignee (the selection of which shall include the prior approval of the Administrative Agent, and the Multicurrency Agent only if such Additional Lender is to be a Multicurrency Lender). The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent, the Multicurrency Lender and the Borrower may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent, the Multicurrency Agent and the Borrower, to evidence the Commitment adjustments referred to in Section 2.14(e); provided that the failure of any Lender that is not an Additional Lender or an Increasing Lender to execute any such documentation shall not impair the ability of the Additional Lenders, the Increasing Lenders and the Borrower to effect a Commitment Increase pursuant to this Section 2.14. (c) If the aggregate amount of Commitments are increased in accordance with this Section 2.14, the Revolving Credit Commitments by Borrower (in consultation with the Company delivering a Commitment Amount Increase Request at least five Administrative Agent and the Multicurrency Agent), Increasing Lender(s) (5if any) Business Days prior to and Additional Lender(s) (if any) shall agree upon the desired effective date of such increase Commitment Increase (the “Commitment Amount IncreaseIncrease Date”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments which shall be in an amount a Business Day not less than $25,000,000 thirty (30) days prior to the Termination Date. The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. (iiid) each of Notwithstanding anything set forth in this Section 2.14 to the representations contrary, the Borrower shall not incur any Advances pursuant to any Commitment Increase (and warranties no Commitment Increase shall be effective) unless the conditions set forth in Section 7 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) a supplement to this Agreement signed by each Lender committing to the Commitment Increase, setting forth the reallocation of Commitments referred to in Section 2.14(e), all other documentation required by the Administrative Agent pursuant to Section 2.14(b) and such other modifications, documents or items as the Administrative Agent, the Multicurrency Agent, the Lenders or their counsel may reasonably request; (B) an instrument, duly executed by the Borrower and each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents shall be to which it is a party; (C) a certificate of the secretary or an assistant secretary of the Borrower and remain each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase; (D) a certificate of the Chief Financial Officer or another Responsible Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents are true and correct in all material respects on the effective date without duplication of such increase any materiality qualifier contained therein (where not already qualified by materiality, otherwise in all respects), except to the extent the same any such representation or warranty is expressly relate stated to an earlier have been made as of a specific date, in which case they shall be such representation or warranty is true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date and, (y) immediately after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the covenants contained in Article V, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof); (E) an opinion or opinions of counsel for the Borrower and the Guarantors, in a form satisfactory to Administrative Agent and covering such matters as Administrative Agent may reasonably request, addressed to the Administrative Agent, the Multicurrency Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have reasonably requested; and (F) such other documents or items that the Administrative Agent, the Multicurrency Agent, the Lenders, the Swingline Lender or their counsel may reasonably request. (ii) In the case of any Borrowing of Advances in connection with such Commitment Amount Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied. (e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be agreed upon by deemed to be repaid, (ii) immediately after the Company, on behalf effectiveness of the BorrowersCommitment Increase, the Borrower shall be deemed to have made new Borrowings of Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Advances and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent and the Multicurrency Agent in accordance with Sections 2.01 and 2.12(f), (iii) each Lender shall pay to the Applicable Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances, (iv) after each Applicable Agent receives the funds specified in clause (iii) above, the Applicable Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders of each Class shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled thereto, and the Administrative Agent. Upon the effectiveness thereof, (vii) Schedule 1 1.01(a) shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Commitments of all Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal . The deemed payments made pursuant to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that clause (i) either no above in respect of each Eurocurrency Loans Advance shall be outstanding subject to indemnification by the Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion last day of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent Interest Period relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers Borrower may from time to time, on any Business Day after time elect to increase the Effective Date and prior to the Termination Date Commitments in a minimum amount of $15,000,000 so long as no Default or Event of Default existsas, increase after giving effect thereto, the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of does not exceed $150,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments, or extend Commitments, as the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); providedcase may be, however, provided that (i) each Augmenting Lender, shall be subject to the aggregate amount approval of the Revolving Credit Commitments shall Borrower, Issuing Banks, and the Agent (such approval by the Agent and Issuing Banks not at any time exceed $850,000,000, to be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit 2.11(A) hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit 2.11(B) hereto. Increased and new Commitments created pursuant to this clause shall become effective on the date agreed by the Borrower, the Agent (such approval by the Agent not to be unreasonably withheld) and the relevant Increasing Lender(s) or Augmenting Lender(s); and, the Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any increase Lender), shall become effective under this paragraph unless, (i) on the proposed date of the aggregate amount effectiveness of such increase, the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties conditions set forth in Section 7 and in the other Loan Documents 6.02 shall be satisfied (or waived by the Required Lenders) and remain true the Agent shall have received a certificate to that effect dated such date and correct in all material respects on executed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower (or the waiver thereof executed by the Required Lenders), and (ii) the Agent shall have received Revolving Credit Notes reflecting the increase of the Commitments and documents consistent with those delivered by the Loan Parties under Section 6.01(b) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of such any increase in the Commitments, (where not already qualified by materiality, otherwise in all respects), except i) each Increasing Lender and Augmenting Lender shall make available to the extent Agent, for the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf benefit of the Borrowersother Lenders, and such amounts in immediately available funds as the Administrative Agent. Upon the effectiveness thereof, Schedule 1 Agent shall be deemed amended determine as being required in order to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so thatcause, after giving effect to such assignmentsincrease and the use of such amounts to make payments to such other Lenders, each Lender (including Lender’s portion of the outstanding Revolving Loans of all the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations to equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date Ratable Share of such effectiveness outstanding Revolving Loans (after giving effect to the increase in the Commitments occasioned by the addition of the Increasing Lender(s) or Augmenting Lender(s), or both, as the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans case may be) and (ii) the Borrowers Borrower shall not be deemed to have terminated any portion repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of Revolving Credit Commitments Loans subject to the same Interest Rate Option, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.05). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Loan subject to the LIBOR Option shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.7 hereof4.06(b) if the deemed payment occurs other than on the last day of the related Interest Periods. Upon the request of the Agent, the Borrower shall execute and deliver to Agent for the benefit of the Lenders any and all other documents, instruments, and agreements necessary or advisable in the reasonable judgment of Agent to evidence or document the increase in the Commitments, including any amendments hereto, and each of the Lenders and each of the Loan Parties hereby provides its consent hereto and thereto and each Lender hereby authorizes the Agent, and each Loan Party hereby authorizes the Borrower, to execute any such documents, instruments, and agreements consistent with the terms of this Section 2.11 on its behalf without the necessity of any further consent of any Lender or Loan Party. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no and each Lender shall have no obligation to provide any additional credit, commitment, or loan under this Section 2.11 nor shall the Agent or any Lender have any obligation to arrange any such additional credit, commitment, or loan. In consideration of any increase its Revolving Credit Commitment in the Commitments and no Lender’s Revolving Credit Commitment as a condition to any such increase, Borrower shall pay such fees as are mutually agreed upon by Agent, Borrower, and the applicable Increasing Lender(s) and Augmenting Lender(s); such fees shall be increased without its written consent thereto, and each Lender may based on market conditions prevailing at its option, unconditionally and without cause, decline to the time of such increase its Revolving Credit Commitmentfor similar syndicated credit transactions with similarly situated Loan Parties.

Increase in Commitments. The Borrowers may from time to time, on any Business Day after the Effective Date and prior (a) Upon notice to the Termination Date so long as no Default or Event of Default existsAdministrative Agent (which shall promptly notify the Lenders), increase the Borrower may request: additional Term Commitments and/or additional Revolving Credit Commitments (each, a “Commitment Increase”) pursuant to any Commitment Increase and Joinder Agreement; provided that after giving effect to any such addition, the aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this Section 2.16(a) shall not exceed the sum of (i) after the Second Amendment Effective Date, $375,000,000, (ii) (A) in the case of any Commitment Increase that effectively extends the maturity of any Tranche of the existing Term Loans or Revolving Credit Facility, an amount equal to such Term Loan or Revolving Credit Facility replaced with such Commitment Increase and (B) in the case of any Commitment Increase that effectively replaces any Revolving Credit Commitment terminated under Section 3.09 or Section 11.01(f), an amount equal to the portion of the relevant terminated Revolving Credit Commitments, (iii) the amount of any voluntary prepayments of the Term Loans or any permanent reduction of the Revolving Credit Commitments (to the extent not financed with the proceeds of long-term Indebtedness), (iv) an amount not in excess of an amount such that, after giving effect to the relevant Commitment Increase (A) if such Commitment Increase is secured by a Lien on the Company delivering Collateral that is pari passu with the Lien securing the Facilities, the First Lien Leverage Ratio does not exceed 3.50:1.00, or (B) if such Commitment Increase is secured by a Lien on the Collateral that is junior to the Lien securing the Facilities, the Senior Secured Leverage Ratio does not exceed 4.00:1.00; provided that for purposes of calculating such First Lien Leverage Ratio or Senior Secured Leverage Ratio under this clause (iv) (1) the proceeds from any such Commitment Amount Increase Request at least five shall not be netted from Indebtedness and (52) Business Days any Revolving Credit Commitments then being incurred or established shall be assumed to be fully drawn and (v) with respect to the Additional Term A Loans and Additional Revolving Credit Commitments (each as defined in the Second Amendment) established under the Second Amendment on the Second Amendment Effective Date, an aggregate amount equal to $173,150,000. It is understood and agreed that, unless the Borrower otherwise notifies the Administrative Agent, if all or any portion of any Commitment Increase or Incremental Equivalent Debt would be permitted under clause (iv) of this clause (a) on the applicable date of determination, such Commitment Increase or Incremental Equivalent Debt (or the relevant portion thereof) shall be deemed to have been incurred in reliance on clause (iv) of this clause (a) prior to the desired effective date utilization of any amount available under clause (i) of this clause(a). Each such increase addition under this Section 2.16(a). shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. (b) Any loans made in respect of any such additional Term Commitments (the “Commitment Amount IncreaseAdditional Term Loans”) identifying may be made, at the option of the Borrower, either by (i) increasing the Term Loans with the same terms (including pricing) as the existing Term Loans, or (ii) creating a new tranche of terms loans (an additional Lender “Additional Term Loan Tranche”); provided that any Additional Term Loan Tranche (or A) shall not mature prior to the stated Maturity Date applicable to the latest maturing Tranche of Term Loans on the date of incurrence of such Additional Term Loans and (B) the Weighted Average Life to Maturity of any Additional Term Loan Tranche shall be no less than the Weighted Average Life to Maturity of such latest maturing Tranche of Term Loans. (c) Any such additional Revolving Credit Commitments for existing Lender(s)) and (the amount of its “Additional Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (iCommitments”) the aggregate amount of may be made by increasing the Revolving Credit Commitments shall not at with the same terms (including pricing) as any time exceed $850,000,000, (ii) any increase of the aggregate amount of the existing Revolving Credit Commitments of the latest maturing Tranche of Revolving Credit Commitments. (d) The Borrower may invite any Lender or any additional Eligible Assignees to become Term Lenders or Revolving Credit Lenders, as applicable, pursuant to a commitment increase and joinder agreement in form and substance reasonably satisfactory to the Administrative Agent (each, a “Commitment Increase and Joinder Agreement”). No Lender will be obligated to provide all or any portion of any Commitment Increase and the determination to provide such commitment shall be within the sole and absolute discretion of such Lender. Any failure by a Lender to respond to any such invitation shall not be deemed an acceptance or agreement to provide such Commitment Increase. (e) If any Term Commitments or Revolving Credit Commitments are added in an amount not less than $25,000,000 accordance with this Section 2.16, the Administrative Agent and the Borrower shall determine the effective date (iiithe “Additional Commitments Effective Date”) each and the final allocations of such additional Commitments. The Administrative Agent shall promptly notify the Borrower and the lenders providing such Commitment Increase of the final allocation thereof and the Additional Commitments Effective Date. As a condition precedent to such addition, before and after giving effect to such increase, (i)(A) the representations and warranties set forth contained in Section 7 Article 5 and in the other Loan Documents shall be and remain are true and correct in all material respects on the effective date of such increase (where not already except that any representation and warranty that is qualified by as to “materiality, otherwise ” or “Material Adverse Effect” shall be true and correct in all respects)respects as so qualified) on and as of the Additional Commitments Effective Date, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s(B) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, no Event of Default exists before or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignmentsaddition; provided that notwithstanding anything to the contrary in this Section 2.16 or in any other provisions of any Loan Document, if the proceeds of any Commitment Increase are intended to be applied to finance an acquisition or other Investment, in each Lender case permitted hereunder, and the lenders providing such Commitment Increase so agree, such requirements in clauses (including the Lenders providing the Commitment Amount Increasei)(A) will hold Loans and L/C Obligations equal (B) of this Section 2.16(e) may be subject to its Percentage of all outstanding Loans customary “SunGard” or other applicable “certain funds” conditionality provisions and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans “specified representations” provisions and (ii) the Borrowers Borrower shall not have terminated any portion be in Pro Forma Compliance with all of the Revolving Credit Commitments covenants set forth in Section 7.10, determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders (either pursuant to Section 3.7 hereof. The Borrowers agree 6.01 or Section 6.01(b) or in any subsequent delivery of financial information by the Borrower to pay any reasonable expenses of the Administrative Agent relating prior to any such time), assuming that the applicable additional Commitments were fully drawn on the first day of the fiscal period covered thereby (and the proceeds from such additional Commitments shall not be netted from Indebtedness in the calculation of the applicable leverage ratio test). (f) On each Additional Commitments Effective Date, (i) each Lender or Eligible Assignee which is providing an additional Term Commitment Amount Increase. Notwithstanding anything herein (A) shall become a “Term Lender” for all purposes of this Agreement and the other Loan Documents, and (B) shall make an Additional Term Loan to the contraryBorrower in a principal amount equal to such additional Term Commitment, no and such Additional Term Loan shall be deemed a “Term Loan” for all purposes of this Agreement and the other Loan Documents and (ii) each Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s or Eligible Assignee which is providing an additional Revolving Credit Commitment shall be become a “Revolving Credit Lender” for all purposes of this Agreement and the other Loan Documents with a Revolving Credit Commitment that is increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline by (in the case of an existing Revolving Credit Lender) or equal to increase its (in the case of a new Revolving Credit Lender) such additional Revolving Credit Commitment. (g) The interest rate applicable to any Additional Term Loans will be determined by the Borrower and the lenders providing such Additional Term Loans; provided that with respect to any Commitment Increase in respect of the Term B Facility that is pari passu with the existing Term B Facility in right of payment and with respect to security incurred in the first 18 months after the Closing Date for which the initial ”yield” on such Commitment Increase exceeds the “yield” at such time on the Term B Facility by more than 50 basis points, the Applicable Margin on the Term B Facility shall be increased to the extent necessary so that the “yield” applicable to the Term B Facility is equal to the “yield” on such Commitment Increase minus 50 basis point (the “MFN Provision”). For purposes of the MFN Provision, “yield” shall be reasonably determined by the Administrative Agent and the Borrower; provided that in determining the applicable yield: (w) original issue discount or upfront fees paid by the Borrower in connection with such Commitment Increase or the existing Term B Facility (based on a four-year average life to maturity or, if lesser, remaining average life to maturity) shall be included, (x) any amendments to the Applicable Margin on the existing Term B Facility that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, structuring, underwriting fees and amendment fees paid or payable in connection with the existing Term B Facility or to one or more arrangers (or their Affiliates) in their capacities as such applicable to such Commitment Increase (regardless of whether such fees are paid to or shared in whole or in part with any lender) and any other fees not paid generally to all lenders ratably shall be excluded and (z) if such Commitment Increase includes any “LIBOR” interest rate floor greater than that applicable to the existing Term B Facility and such floor is applicable to existing Term B Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase. The MFN Provision shall also apply to any loan issuance otherwise permitted in Section 7.03(h)(x), 7.03(z) and 7.03(aa) that is pari passu in right of payment with the Term B Facility and secured by a Lien on the Collateral on a pari passu basis with the Liens securing the Term B Facility. (h) Any Additional Term Loans may rank pari passu or junior with respect to security with the Facilities (and if applicable, subject to an Acceptable Intercreditor Agreement) and will not be guaranteed by an entity which is not (or does not become) a Loan Party. (i) Except as otherwise specified above (including with respect to margin, pricing, maturity and/or fees), the other terms of any Additional Term Loan Tranche, if not substantially consistent with the terms of the applicable Term Facility, shall be reasonably satisfactory to the Administrative Agent (it being understood that terms not substantially consistent with the applicable Term Facility which are applicable only after the Latest Term Maturity Date are acceptable to the Administrative Agent). (j) The proceeds of any Commitment Increase may be used by the Borrower and its Subsidiaries for working capital and other general corporate purposes, including the financing of permitted acquisitions and other Investments and any other use not prohibited by this Agreement.

Increase in Commitments. The Borrowers may from time to timeBorrower may, on any Business Day after the Effective Date and prior to the Revolving Credit Termination Date so long as no Default or Event and with the prior written consent of Default existsthe Administrative Agent, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request in the form attached hereto as Exhibit G at least five (5) Business Days prior to the desired effective date of such increase (the “"Commitment Amount Increase”") identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) any increase of the aggregate amount of the Revolving Credit Commitments to an amount in excess of $110,000,000 shall not at any time exceed $850,000,000require the prior written consent of the Lenders, and (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date5,000,000. The effective date of any the Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase Commitment Amount Increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make Loans in an amount sufficient such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, that after giving effect to such assignments, its Revolving Loans each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to shall have outstanding its Percentage pro rata share of all outstanding Revolving Loans and L/C Obligationsbased on its Revolver Percentage. It shall be a condition to such effectiveness that (i) either no Eurocurrency if there are any Eurodollar Loans be outstanding under the Revolving Credit on the date of such effectiveness or effectiveness, unless otherwise agreed to by the Borrowers pay any applicable breakage cost Administrative Agent, such Eurodollar Loans shall be prepaid and the Borrower shall have paid all amounts required to be paid under Section 3.6 incurred by any Lender resulting from the repayment of its Loans 1.13 hereof and (ii) the Borrowers Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to of Section 3.7 1.14(a) hereof. The Borrowers agree Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s 's Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers may (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders or the Global Administrative Agent, to cause from time to time, on any Business Day after time an increase in the Effective Date and prior to the Termination Date so long as no Default or Event of Default exists, increase the aggregate total amount of the Revolving Credit Commitments by the Company delivering (a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an by adding to this Agreement one or more additional Lender financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Global Administrative Agent (each a “CI Lender”) or additional Revolving Credit Commitments for by allowing one or more existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s))Lenders to increase their respective Commitments; provided, however, that (i) the aggregate amount no Event of the Revolving Credit Commitments Default shall not at any time exceed $850,000,000have occurred which is continuing, (ii) any increase of no such Commitment Increase shall cause the aggregate total amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and to exceed U.S.$700,000,000, (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and remain true absolute discretion) and correct in all material respects (iv) if, on the effective date of such increase increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans. (where b) Any Commitment Increase must be requested by written notice from the Borrower to the Global Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.21 attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice (not already qualified less than five (5) Business Days after receipt by materialitythe Global Administrative Agent) or on another date agreed to by the Global Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) that there are Loans outstanding as of such earlier date. The effective date , (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Global Administrative THE COMBINED LENDERS UNDER THE APACHE CORPORATION GLOBAL CREDIT FACILITY April 5, 2007 Page 4 Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Global Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section, the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Amount Increase shall be agreed upon by the Company, on behalf or a CI Lender’s Commitment (as applicable) represented as a percentage of the Borrowers, and total amount of the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject Commitments after giving effect to the requirements set forth in Section 14.11) Commitment Increase, times the aggregate principal amount of the outstanding Loans and L/C Obligations immediately prior to giving effect to the Lenders providing Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the Commitment Amount Increase so that, aggregate principal amount of Loans as a result of borrowings made after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase on such Commitment Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the total amount of the Commitments shall be reduced as a result of such Commitment Increase; and (3) will hold Loans and L/C Obligations equal to its “Reduction Amount” means the amount by which a Reducing Percentage of all Lender’s outstanding Loans and L/C Obligations. It shall be decrease as of a condition to such effectiveness that Commitment Increase Effective Date (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein without regard to the contrary, no Lender shall have effect of any obligation borrowings made on such Commitment Increase Effective Date after giving effect to increase its Revolving Credit the Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentIncrease).

Increase in Commitments. The Borrowers Borrower may at any time and from time to timetime add additional financial institutions hereunder as Lenders or, on with the consent of a Lender, increase its Commitment, and, in each case, thereby increase the Total Commitment provided that at the time of any Business Day after the Effective Date and prior to the Termination Date so long as such addition: (i) no Default or Event of Default exists, increase has occurred and is continuing or would reasonably be expected to result therefrom; (ii) all increases to the aggregate amount Total Commitment as a result of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5application of this Section 2.1(c) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); providedotherwise, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and Cdn.$250,000,000; (iii) the Agent and each of the representations and warranties set forth in Section 7 and Fronting Lender has consented to such financial institution becoming a Lender or, in the other Loan Documents case of an existing Lender, increasing its Commitment, such consent not to be unreasonably withheld; (iv) the Commitment of a new financial institution being added as a Lender pursuant to this Section 2.1(c) shall be and remain true and correct no less than Cdn.$10,000,000; (v) if, in all material respects on the effective date of connection with any such increase a commitment or similar fee is paid to any new Lender based on its new Commitment (where not already qualified by materiality, otherwise in all respectsthe “new money fee”), except then the Borrower will also pay a corresponding fee equal to the same number of bps to the then existing Lenders based on their respective then existing Commitments to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where such a fee was not already qualified by materialitypaid on or after the Effective Date; (vi) concurrently with the addition of a financial institution as an additional Lender or the increase of a Lender’s Commitment, otherwise in such financial institution or Lender, as the case may be, shall purchase from each other Lender, such portion of the Outstandings under the Credit Facility owed to each Lender as is necessary to ensure that the Outstandings under the Credit Facility owed to all respects) as of Lenders and including therein such earlier date. The effective date additional financial institution and the increased Commitment of any Commitment Amount Increase shall be agreed upon by Lender, are in accordance with the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Applicable Percentage of all outstanding Loans such Lenders (including any new financial institution and L/C Obligations. It the increased Commitment of any Lender) and such financial institution shall be execute such documentation as is required by the Agent, acting reasonably, to novate such financial institution as a condition Lender hereunder; provided that with respect to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of such Outstandings which are outstanding by way of Bankers’ Acceptance or LIBO Rate Loans, the Revolving new financial institution or such Lender shall provide an indemnity to the other Lenders (provided that no such indemnity may exceed two months in duration unless agreed to by all of the affected Lenders) in order to ensure such Bankers’ Acceptances and LIBO Rate Loans are outstanding in accordance with the new Applicable Percentages of all Lenders; and (vii) the Borrower has provided to the Agent a certified copy of a directors’ resolution of the Borrower and each other Obligor authorizing any such increase in the Total Commitment (which may be the original directors’ resolutions authorizing the Credit Commitments Facility hereunder) together with a legal opinion from Borrower’s Counsel with respect thereto in substantially the same form, mutatis mutandis, as the opinion delivered pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment3.1(f).

Increase in Commitments. The Borrowers may from time to time, on any Business Day after the Effective Date and prior (a) Subject to the Termination Date so long as no Default prior written consent of the Administrative Agent (which consent may be contingent on effectuating certain amendments to this Agreement and the other Loan Documents applicable to some or Event all of Default existsthe Loans, which amendments shall be in form and substance reasonably acceptable to the Administrative Agent), the Borrowers shall have the right to request an increase the aggregate Delay Draw Commitments by obtaining additional Delay Draw Commitments, either from one or more of the existing Lenders or, solely to the extent that the existing Lenders do not agree to furnish the entire amount of any requested increase, another lending institution (which Commitments may be provided on the Revolving Credit Commitments same, or as and to the extent required by the Company delivering a Commitment Amount Increase Request at least five (5Administrative Agent and applicable Lenders, different terms and conditions from the existing Delay Draw Commitments) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, (ii) the aggregate amount of the Revolving Credit all additional Delay Draw Commitments obtained under this Section 2.08 shall not exceed $50,000,000, (iii) the identity of any such new Lender shall be reasonably acceptable to the Administrative Agent, such approval not to be unreasonably withheld or delayed, (iv) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, (v) the procedures and requirements described in Section 2.08 have been satisfied, and (vi) the Borrowers shall have paid to the Administrative Agent and applicable Lenders any fees required by Administrative Agent and such Lender in connection therewith. Nothing contained in this Section 2.08 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Delay Draw Commitment hereunder at any time exceed $850,000,000, time. (iib) any Any amendment hereto for such an increase of the aggregate amount of the Revolving Credit Commitments shall be in form and substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrowers and each Lender being added or increasing its Delay Draw Commitment. As a condition precedent to such an amount not less than $25,000,000 increase or addition, the Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiiB) each in the case of the Borrowers, certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties set forth contained in Section 7 Article III and in the other Loan Documents shall be and remain are true and correct in all material respects on the effective (except that any representation or warranty which by its terms is made as of a specified date of such increase (where not already qualified by materiality, otherwise in all respects), except shall be required to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materialityonly as of such specified date, otherwise and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) as of such earlier date. The and (2) no Default exists, and (ii) legal opinions and documents consistent with those delivered on the Closing Date, to the extent reasonably requested by the Administrative Agent. (c) Within a reasonable time after the effective date of any Commitment Amount Increase shall be agreed upon by the Companyincrease or addition, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent theretoshall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or addition and shall distribute such revised Commitment Schedule to each Lender may at its optionof the Lenders and the Borrower Representative, unconditionally whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and without cause, decline to increase its Revolving Credit Commitmentbecome part of this Agreement.

Increase in Commitments. ‌ (a) The Borrowers may from time may, by written notice to timeAgent (an “Increase Notice”), on seek an increase in the existing Commitments (an “Incremental Commitment”) by an amount not in excess of (x) the greater of $21,000,000 and 100.0% of TTM Adjusted EBITDA (the “Fixed Incremental Amount”), plus (y) all voluntary prepayments, repurchases, redemptions and other retirements of the Term Loans and any Business Day after Incremental Term Loans incurred under the Effective Date Fixed Incremental Amount and permanent reductions of the Revolving Loan Commitment and any Incremental Revolving Loan Commitment made prior to such date of incurrence (including loan buy backs pursuant to Dutch Auctions offered to all Lenders of the Termination Date applicable class on a pro rata basis and open market purchases, which shall be credited to the extent of the actual purchase price paid in cash for such Loans purchased or retired in connection with such Dutch Auctions or open market purchase) (other than voluntary prepayments, repurchases, redemptions and other retirements and voluntary commitment reductions to the extent funded by a contemporaneous refinancing with long term funded indebtedness (other than Revolving Loans) (the foregoing clauses (x) and (y) being the “Free and Clear Incremental Amount”), plus (z) such additional amounts so long as no Default or Event of Default exists, after giving pro forma effect to such proposed increase and any Loans to be made concurrent therewith (assuming that the aggregate entire amount of the applicable Incremental Revolving Credit Loan Commitment is funded and excluding the cash proceeds to the Borrowers therefrom for cash netting purposes), as determined on a pro forma basis for the twelve (12) month period ending on the last day of the most recently ended Fiscal Quarter for which Agent has received (or was required to have received) financial statements pursuant to Section 6.1.1 or Section 6.1.2(a) (as applicable), the Total Net Debt to EBITDA Ratio is not greater than 5.50 to 1.00 (the “Ratio Incremental Amount”); provided that, the aggregate principal amount of all Incremental Commitments by that are Incremental Revolving Loan Commitments shall not exceed $15,000,000. Agent shall promptly deliver a copy of such Increase Notice to each Lender. Each such Increase Notice shall (i) specify (x) the Company delivering amount of the requested Incremental Commitment, (y) whether the requested Incremental Commitment relates to the Term Loan Commitment (such Incremental Commitment, an “Incremental Term Loan Commitment” and such Loan, an “Incremental Term Loan”) or the Revolving Loan Commitment (such Incremental Commitment, an “Incremental Revolving Loan Commitment” and such Loan, an “Incremental Revolving Loan”) or both and (z) the date (each, an “Increase Effective Date”) on which the Incremental Commitment is intended to be effective, which shall be a Commitment Amount Increase Request at least five date not less than ten (510) Business Days prior after the date on which such Increase Notice is delivered to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000Agent, (ii) any increase of the aggregate amount of the certify that such Term Loans or Revolving Credit Commitments shall be in an amount not less than $25,000,000 Loans, as applicable, when borrowed will constitute “senior debt”, and (iii) certify that the proceeds of such Incremental Term Loans and Incremental Revolving Loans shall be used solely to fund Capital Expenditures, Permitted Acquisitions, Other Acquisition-Like Investments, payment of the Permitted Earn-Outs, to the extent otherwise permitted hereunder, Restricted Payments, or for working capital and general corporate needs, in each case, together with fees and expenses related thereto. The effectiveness of any Incremental Commitments shall be subject to (i) no Event of Default having occurred and be continuing or would result therefrom and (ii) the representations and warranties of Borrowers and the other Loan Parties set forth in Section 7 this Agreement and in the other Loan Documents shall be and remain being true and correct in all material respects on with the effective date of such increase same effect as if then made (where not already qualified by materiality, otherwise in all respects), except to the extent the same such representations and warranties expressly relate to an a specific earlier date, in which case they such representations and warranties shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so ; provided that, after giving effect to such assignments, each Lender (including in the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage case of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that clauses (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) and the Borrowers shall not have terminated any portion leverage test set forth in the first sentence of the Revolving Credit Commitments pursuant to this Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein 2.9.4(a), to the contraryextent the proceeds of any Incremental Term Loan will be used to finance a Limited Condition Acquisition, the Persons holding the commitments to provide such Incremental Term Loan may agree (A) to certain funds provisions that do not impose as a condition to funding thereof that no Lender Event of Default (other than an Event of Default under Sections 8.1.1 or 8.1.3) exist at the time of funding, in which case such condition shall have any obligation instead be required to increase its Revolving Credit Commitment be satisfied on the applicable Limited Condition Acquisition Agreement Signing Date (and the condition that no Lender’s Revolving Credit Commitment Event of Default under Section 8.1.1 or 8.1.3 shall also be increased without its written consent thereto, and each Lender may satisfied at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.the time of funding),

Increase in Commitments. The Borrowers may (a) Holdings shall have the right, at any time and from time to time, on any Business Day time after the Effective Closing Date by written notice to and prior in consultation with the Administrative Agent, to request an increase in the Aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, the aggregate of all Commitment Increases effected after the Closing Date shall not exceed $200,000,000, and (iii) no existing Lender shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by Holdings unless it agrees in its sole discretion to do so. (b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent shall not be unreasonably withheld, conditioned or delayed) and Holdings and each Additional Lender shall execute a joinder agreement together with all such other documentation as the Administrative Agent and Holdings may reasonably require, all in form and substance reasonably satisfactory to the Termination Date so long Administrative Agent and Holdings, to evidence the Commitment of such Additional Lender and its status as no Default or Event of Default existsa Lender hereunder. (c) If the Aggregate Commitments are increased in accordance with this Section, increase the aggregate amount of Administrative Agent and Holdings shall determine the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”Increase Date,” which shall be a Business Day not less than thirty (30) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)days prior to the Commitment Termination Date) and the final amount and allocation of its Revolving such increase. The Administrative Agent shall promptly notify Holdings and the Lenders of the final amount and allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase. (or additional amount of its Revolving Credit Commitment(s)); providedd) Notwithstanding anything set forth in this Section 2.18 to the contrary, however, that no increase in the Aggregate Commitments pursuant to this Section 2.18 shall be effective unless: (i) The Administrative Agent shall have received the aggregate amount following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Revolving Commitment Increase, and as to each Additional Lender, a duly executed joinder agreement together with all other documentation required by the Administrative Agent pursuant to Section 2.18(b); (B) an instrument, duly executed by each Credit Commitments shall not at any time exceed $850,000,000Party, (ii) any increase acknowledging and reaffirming its obligations under this Agreement, the Security Documents and the other Credit Documents to which it is a party and the validity and continued effect of the aggregate amount Liens granted in favor of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and Administrative Agent thereunder; (iiiC) each a certificate of the secretary or an assistant secretary of each Credit Party, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Credit Party approving or consenting to such Commitment Increase; (D) a certificate of a Financial Officer of Holdings, certifying that (y) as of the Commitment Increase Date, all representations and warranties set forth of the Credit Parties contained in Section 7 this Agreement and in the other Loan Credit Documents shall be qualified as to materiality are true and remain correct and those not so qualified are true and correct in all material respects on respects, both immediately before and after giving effect to the effective date Commitment Increase and any Letters of such increase Credit issued in connection therewith (where not already qualified by materiality, otherwise in all respects), except to the extent the same any such representation or warranty is expressly relate stated to an earlier have been made as of a specific date, in which case they shall be such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (where if not already qualified by materialityso qualified), otherwise in all respects) each case as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers), and the Administrative Agent. Upon the effectiveness thereof(z) no Default or Event of Default has occurred and is continuing, Schedule 1 shall be deemed amended to reflect the increase both immediately before and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender Commitment Increase (including any Letters of Credit issued in connection therewith and the Lenders providing application of the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and proceeds thereof); and (ii) Each outstanding Syndicated Letter of Credit shall have been amended giving effect to the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant Commitment Increase or, if required, returned by each respective beneficiary to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein and cancelled and/or exchanged for a new or amended Syndicated Letter of Credit giving effect to the contraryCommitment Increase; and (iii) In the case of any Credit Extension in connection with such Commitment Increase, no Lender the conditions precedent set forth in Section 3.2 shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentbeen satisfied.

Increase in Commitments. The Borrowers may from (a) At any time to time, on any Business Day after the Effective Date and prior to the Termination Business Day immediately preceding the Revolving Maturity Date so long as no Default or Event of Default existsthe Term Maturity Date, increase the Borrower may effectuate one or more increases in the aggregate amount Revolving Commitments and/or Term Commitments (each such increase being a “Commitment Increase”), by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five and/or Term Commitment as such Lender shall so select (5) Business Days prior to the desired effective date of such increase (the an “Commitment Amount IncreaseIncreasing Lender”) identifying and, in the case of any other Eligible Assignee that is not an additional existing Lender (or additional Revolving Credit Commitments for existing Lender(san “Additional Lender”)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase shall be equal to at least $10,000,000 (or, in the event the aggregate amount of the Revolving Credit Commitments shall not at any time exceed all previously effectuated Commitment Increases equals $850,000,00020,000,000, $5,000,000), (ii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the existing Revolving Commitments and Revolving Advances and the Term Commitments and Term Advances, as applicable, except as to upfront fees which may be as agreed to between the Borrower and such Increasing Lender or Additional Lender, as the case may be, (iii) the aggregate of all such Commitment Increases shall not exceed $25,000,000, (iv) such Commitment Increase shall not effect an increase in the aggregate Revolving Commitments if the Revolving Maturity Date has occurred and (v) such Commitment Increase shall not effect an increase in the aggregate Term Commitments if the Term Maturity Date has occurred. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.15 to the Administrative Agent and the Lenders. This Section 2.15 shall not be construed to create any obligation on the Administrative Agent or any of the Lenders to advance or to commit to advance any credit to the Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the Administrative Agent of (A) an agreement in form and substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) such evidence of appropriate authorization on the part of the Borrower with respect to such Commitment Increase and such legal opinions as the Administrative Agent may reasonably request and (C) if the Commitment Increase involves an increase of Term Commitments, an amendment to this Agreement signed by the aggregate amount Borrower, the Administrative Agent and such Increasing Lenders and Additional Lenders, as applicable, to amend the necessary provisions of this Article 2 to account for such increase in Term Commitments; provided that, the amortization payments due to any Lender shall not be decreased without the consent of such Lender, (ii) the satisfaction of the conditions set forth in Section 3.2 and the funding by each Increasing Lender and Additional Lender of the Revolving Credit Commitments shall Advances to be made by each such Lender to effect the prepayment requirement set forth in an amount not less than $25,000,000 and Section 2.4(c)(vii), (iii) the funding by each Increasing Lender and Additional Lender of the Term Advances in the amount of such Lender’s increased Term Commitment; (iv) receipt by the Administrative Agent of a certificate of an authorized officer of the Borrower certifying (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) the representations and warranties set forth contained in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they Article 4 shall be true and correct in all material respects (where except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materialitymateriality in the text thereof) on such date, otherwise in all respects) except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such earlier specified date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and (C) the Administrative Agent. Upon pro forma compliance with the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase covenants in Sections 6.20 and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that6.21, after giving effect to such assignmentsCommitment Increase and the funding of the Term Advances in connection therewith, and (v) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and/or Additional Lender and the Borrower. (c) On such Increase Date if the Revolving Commitments are then being increased, each Lender (including Lender’s share of the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations Letter of Credit Exposure on such date shall automatically be deemed to equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date Lender’s applicable pro rata share of such effectiveness or Letter of Credit Obligations (such pro rata share for such Lender to be determined as of the Borrowers pay any applicable breakage cost under Section 3.6 incurred Increase Date in accordance with its Revolving Commitment on such date as a percentage of the aggregate Revolving Commitment on such date) without further action by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentparty.

Increase in Commitments. The Borrowers may request an increase in Commitments from time to timetime upon not less than 10 Business Days’ (or such shorter period as may be acceptable to Agent) notice to Agent, as long as (a) the requested increase is in a minimum amount of $5,000,000 and is offered on any Business Day the same terms as existing Commitments, except for a closing fee specified by Borrowers and (b) (i(x) on and after the First Second Amendment Effective Date and prior to the Termination Date so long as no Default or Event of Default exists, increase the aggregate amount expiration of the Revolving Credit Commitments by First Second Amendment Specified Period, the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall total increases under this Section do not at any time exceed $850,000,0000 and (y) after the Second Amendment Specified Period, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount total increases under this Section do not less than exceed $25,000,000 and (iiiy) each after the First Amendment Specified Period, the total increases under this Section do not exceed $35,000,000 and (ii) no more than five increases are made. Agent shall promptly notify Lenders of the representations requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and warranties to what extent such Lender commits to increase its Commitment. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Commitments and become Lenders hereunder. Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Commitments shall be increased by the requested amount (or such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided the conditions set forth in Section 7 6.2 are satisfied at such time. Agent, Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as Agent reasonably deems appropriate to evidence the increase in the other Loan Documents shall be and remain true and correct in all material respects on allocations of Commitments. On the effective date of such increase (where not already qualified an increase, the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders, and settled by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier dateAgent as necessary, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as accordance with Lenders’ adjusted shares of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentCommitments.

Increase in Commitments. The Borrowers may (a) On the First Amendment Effective Date, the Aggregate Revolving Commitment shall be increased from time $75,000,000 to time$125,000,000, on any Business Day after with such increase being the Effective Date and prior to the Termination Date so long as no Default or Event result of Default exists, increase the aggregate amount of increases in the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowerscertain Initial Lenders, and the Administrative Agentissuance by the Additional Lender of a new Revolving Commitment. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after After giving effect to such assignmentsthe foregoing actions, each Lender the Revolving Commitments and the Percentages of the Lenders (including the Lenders providing Additional Lender) shall be as set forth on the Commitment Amount Increase) will hold Loans and L/C Obligations equal signature pages to its Percentage of the First Amendment. On the First Amendment Effective Date, all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on prepaid in full, together with all interest accrued and unpaid thereon through the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans prepayment, and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments all amounts required to be paid pursuant to Section 3.7 hereof3.4 as a result of such prepayment occurring on a date other than the last day of an Interest Period. The Borrowers agree All Loans (including, without limitation, all Loans made to pay any reasonable expenses the Borrower on the First Amendment Effective Date to prepay all Loans then outstanding) and all continuations and conversions of outstanding Loans made on and after the First Amendment Effective Date shall be made on the basis of the Administrative Agent relating revised Revolving Commitments and Percentages as set forth in the First Amendment. (b) On the First Amendment Effective Date, with respect to any Commitment Amount Increase. Notwithstanding anything herein each Facility LC that may previously have been issued and be outstanding, the respective participations in such Facility LC purchased by the Initial Lenders pursuant to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment Section 2.19(b) shall be increased or decreased, as the case may be, in accordance with the change in each such Initial Lender's Percentage pursuant to the First Amendment, without its written consent theretofurther action by any party hereto. In addition, the LC Issuer shall be deemed, without further action by any party hereto, to have sold to the Additional Lender, and such Additional Lender shall be deemed, without further action by any party hereto, to have purchased from the LC Issuer, a participation in such Facility LC and the related LC Obligations in proportion to its Percentage as established pursuant to the First Amendment. (c) The Borrower's obligations to pay the principal of, and interest on, all Loans shall be evidenced by the records of the Agent and each such Lender may at its optionand, unconditionally if such Lender has received a Note executed by the Borrower pursuant to Section 2.13, 4.1 or 4.3, by such Note payable to such Lender completed in conformity with this Agreement. (d) From and without causeafter the First Amendment Effective Date, decline all references in this Agreement to increase its the Revolving Credit CommitmentCommitments shall be deemed to include the Revolving Commitments as increased by this Section 2.21 (subject, however, to subsequent decreases from time to time as a result of any reduction thereof pursuant to the provisions of this Agreement). 5. ADDITION OF SECTION 4.3 ("EFFECTIVENESS OF FIRST AMENDMENT"). Article IV of the 1997 Agreement is hereby amended by adding a new Section 4.3 as follows:

Increase in Commitments. The Borrowers may Borrower may, at its option, at any time or from time to time, on any Business Day after the Effective Date and time prior to the Termination Date so long as Date, increase the Total Commitments (each such increase, a “Commitment Increase” and the additional Commitments pursuant to each such Commitment Increase, “Incremental Commitments”) to an aggregate principal amount not to exceed $250,000,000 (with each Commitment Increase being in a minimum aggregate principal amount of $5,000,000 (the “Minimum Increase Amount”) or a whole multiple of $1,000,000 in excess of the Minimum Increase Amount) by requesting that existing Lenders or new lenders commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) shall have occurred and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000be continuing, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iiiB) each of the representations and warranties set forth made by any Loan Party in Section 7 and in or pursuant to the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not respects, provided, that, to the extent any such representation and warranty is already qualified by materialitymateriality or reference to Material Adverse Effect, otherwise such representation shall be true and correct in all respectsrespects and (C) as the Administrative Agent shall have received a certificate from the Borrower to the effect of (A) and (B) of this clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such earlier datelender is an Eligible Assignee and the Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. The Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as the Borrower and such lenders may agree. Each Commitment Increase shall become effective on the date (each such date, an “Increased Facility Closing Date”) specified in an activation notice delivered to the Administrative Agent no less than ten (10) Business Days prior to the effective date of any Commitment Amount Increase shall be agreed upon by such notice specifying the Company, on behalf amount of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the effective date thereof. Each new Lender(s) lender that provides any part of any such increase in the Commitments (or, if applicable, existing Lender(s)a “New Lender”) shall advance Revolving Loansexecute a New Lender Supplement (each, or a “New Lender Supplement”), substantially in the existing Lenders form of Exhibit E, whereupon such New Lender shall make become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement to such assignments (which assignments shall not be extent. On any Increased Facility Closing Date, subject to the requirements set forth in Section 14.11) satisfaction of the outstanding Loans foregoing terms and L/C Obligations to conditions, (i) each of the Lenders providing shall be deemed to assign to each Person with Incremental Commitments (each, an “Incremental Lender”) and each of the Commitment Amount Increase so Incremental Lenders shall be deemed to purchase from each of the Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Increased Facility Closing Date as shall be necessary in order that, after giving effect to all such assignmentsassignments and purchases, each Lender the Revolving Loans will be held by the Lenders (including Incremental Lenders) ratably in accordance with their respective Commitments after giving effect to the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date addition of such effectiveness or Incremental Commitments to the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and Commitments, (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Revolving Loan made thereunder (an “Incremental Loan”) shall be deemed for all purposes a Revolving Loan and (iii) each Incremental Lender that is a New Lender shall become a Lender in accordance with the Borrowers immediately preceding sentence. The terms and provisions of the Incremental Loans and Incremental Commitments shall not have terminated any portion be substantially identical to the terms and conditions of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment Loans and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentCommitments.

Increase in Commitments. The Borrowers (a) At any time on or before March 31, 2013, Borrower may from time by written notice to timethe Administrative Agent and without the consent of the other Lenders hereunder request increases to the existing Commitments (any such increase, an “Incremental Commitment”). Each Incremental Commitment shall be in a minimum amount of at least $5.0 million and the aggregate amount of all Incremental Commitments shall not exceed $20.0 million. Such notice shall specify the date (an “Increased Amount Date”) on any which Borrower proposes that the Incremental Commitments be made available, which shall be a date not less than 5 Business Day Days after the Effective Date and prior date on which such notice is delivered to the Termination Date so long Administrative Agent, and the amount of the Incremental Commitments. The Administrative Agent shall notify Borrower in writing of the identity of each Lender or other financial institution reasonably acceptable to the Administrative Agent and the Borrower (each, an “Incremental Lender”) to whom the Incremental Commitments have been allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment. Such Incremental Commitments shall become effective as of such Increased Amount Date; provided that (1) such Incremental Commitment will constitute permitted debt and the liens securing the same will constitute permitted liens, in each case, under the Senior Notes Indenture, the Senior Secured Notes Indenture, and the Senior Secured Notes Security Agreement, (2) no Default or Event of Default exists, increase has occurred and is continuing or would result after giving effect to the aggregate amount making of such Incremental Commitments and Loans or the application of the Revolving Credit Commitments by proceeds therefrom, and the Company delivering chief financial officer of the Borrower shall have delivered a Commitment Amount Increase Request at least five certificate, in form and substance satisfactory to Administrative Agent, with respect to items (51) Business Days prior to the desired effective date of and (2) herein, and (3) such increase in the Commitments shall be evidenced by one or more joinder agreements (the “Commitment Amount IncreaseIncrease Joinder”) identifying an additional executed by Borrower, the Administrative Agent and each Lender (or additional Revolving Credit Commitments for existing Lender(s)) making such Incremental Commitment, in form and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) substance satisfactory to each of them. The Increase Joinder may, without the representations consent of any other Lenders, effect such amendments to this Agreement and warranties set forth in Section 7 and in the other Loan Documents shall as may be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier datenecessary or appropriate, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as the opinion of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon , to effect the effectiveness thereofprovisions of this Section 2.17, Schedule 1 and each shall be deemed amended to reflect recorded in the increase and the new Lender(s) (orregister, if applicable, existing Lender(s)) each of which shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.112.14(e). All terms and conditions of any Loans or other Obligations relating to Incremental Commitments shall be on the same terms and conditions as those applicable to Commitments, Loans and other Obligations under this Agreement. In addition, unless otherwise specifically provided herein, all references in Loan Documents to Loans shall be deemed, unless the context otherwise requires, to include references to Loans made pursuant to Incremental Commitments made pursuant to this Agreement. (b) On any Increased Amount Date on which Incremental Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the existing Lenders, at the principal amount thereof, such interests in the outstanding Loans and L/C Obligations to the Lenders providing the Commitment participations in Letters of Credit outstanding on such Increased Amount Increase so thatDate that will result in, after giving effect to all such assignmentsassignments and purchases, each Lender (including the Lenders providing the Commitment Amount Increase) will hold such Loans and L/C Obligations equal participations in Letters of Credit being held by existing Lenders and Incremental Lenders ratably in accordance with their Commitments after giving effect to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date addition of such effectiveness or Incremental Commitments to the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and Commitments, (ii) each Incremental Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan and have the Borrowers same terms as any existing Loan and (iii) each Incremental Lender shall not have terminated become a Lender with respect to the Commitments and all matters relating thereto. Borrower shall make any portion of the Revolving Credit Commitments payments required pursuant to Section 3.7 hereof2.12 in connection with any adjustment of Loans pursuant to this Section 2.17(b). Assignments made to effect this Section 2.17(b) shall be made in accordance with Section 11.04. (c) The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment shall notify the Lenders promptly upon receipt of Borrower’s notice of an Increased Amount Increase. Notwithstanding anything herein to Date and, in respect thereof, the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment Incremental Commitments and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentthe Incremental Lenders.

Increase in Commitments. The Borrowers At any time during the Commitment Increase Period, Borrower may from time to time, request that Agent increase the Maximum Revolving Amount or the principal amount outstanding on the Term Loan B (any Business Day after the Effective Date and prior increase to the Termination Date so long as no Default or Event of Default existsTerm Loan B shall be subject to subsection (c) below), increase the up to an aggregate amount not to exceed, for all such increases, Thirty-Five Million Dollars ($35,000,000). Each such increase shall be in increments of at least Five Million Dollars ($5,000,000), and may be made by either (i) increasing, for one or more Lenders, with their prior written consent, their respective portions of the Revolving Credit Commitments by Commitment or the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (Term Loan B Commitment, as applicable, or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, including one or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignmentsmore Additional Lenders, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be with a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitment or the Term Loan B Commitment, as applicable (collectively, the “Additional Commitment”). During the Commitment Increase Period, all of the Lenders agree that Agent, in its sole discretion, may permit one or more Additional Commitments upon satisfaction of the following requirements: (A) each Additional Lender, if any, shall execute an Additional Lender Assumption Agreement, (B) Agent shall provide to each Lender a revised Schedule 1 to this Agreement, including revised Applicable Commitment Percentages for each of the Lenders, if appropriate, prior to the date of the effectiveness of such Additional Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower shall execute and deliver to Agent and the Lenders such replacement or additional Notes as shall be required by Agent. The Lenders hereby authorize Agent to execute each Additional Lender Assumption Agreement on behalf of the Lenders. On each Additional Lender Assumption Effective Date with respect to the Specific Commitment being increased, the appropriate Lenders shall make adjustments among themselves with respect to the Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of Agent, in order to reallocate among such Lenders such outstanding amounts, based on the revised Applicable Commitment Percentages and to otherwise carry out fully the intent and terms of this Section 2.10(b). In connection therewith, it is understood and agreed that the Maximum Amount of any Lender will not be increased (or decreased except pursuant to Section 3.7 2.10(a) hereof) without the prior written consent of such Lender. The Borrowers agree Borrower shall not request any increase pursuant to pay any reasonable expenses this Section 2.10(b) if a Default or an Event of the Administrative Agent relating Default shall then exist, or immediately after giving effect to any Commitment Amount Increasesuch increase would exist. Notwithstanding anything herein At the time of any such increase, at the request of Agent, the Credit Parties and the Lenders shall enter into an amendment to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentevidence such increase.

Increase in Commitments. The Borrowers may At any time prior to December 14, 2009, Agent may, at the request of Borrower, increase, from time to time, on but not more than four (4) times in the aggregate, the total Revolving Commitments or the total Term Commitments, or both, by (i) admitting additional Lenders hereunder (each a “Subsequent Lender”), and/or (ii) increasing the Revolving Commitment of any Business Day after Revolving Lender and/or the Effective Date and prior Term Commitment of any Term Lender, as the case may be (each an “Increasing Lender”), subject to the Termination Date so long following conditions: (a) each Subsequent Lender shall meet the conditions for assignee under §18.1; (b) if requested by the applicable Lender, Borrower executes new Revolving Loan Notes or Term Loan Notes, or both, as no Default applicable, payable to the order of each Subsequent Lender, or Event a replacement Revolving Loan Note or Term Loan Note (or both, as applicable) payable to the order of Default exists, increase the aggregate amount each Increasing Lender; (c) each Subsequent Lender executes and delivers to Agent a signature page to this Agreement; (d) Borrower and Agent shall have executed modifications of the Security Documents and other Loan Documents to reflect the increase in the Revolving Credit Commitments or the Term Loan Commitments (or both, as applicable) and Borrower shall have paid to Agent any and all documentary stamp tax, non-recurring intangible tax or other taxes imposed in connection with the recording of such modifications of the Security Documents or increase in the Revolving Loan amount or the Term Loan amount (or both, as applicable); (e) the allocation of the increased Commitments by Borrower as between the Company delivering a Commitment Amount Increase Request at least five Revolving Commitments and the Term Commitments shall be subject to Agent’s consent (5not to be unreasonably withheld or delayed); (f) Business Days prior after giving effect to the desired effective date admission of such any Subsequent Lender or the increase (in the “Revolving Commitment Amount Increase”) identifying an additional Lender or the Term Commitment (or additional both, as the case may be) of any Increasing Lender, the sum of all Revolving Credit Commitments for existing Lender(s)and all Term Commitments and (without duplication) and Outstanding Term Loans does not exceed $500,000,000; (g) each increase in the Revolving Commitments or the Term Commitments (as applicable) shall be in the amount of its at least $10,000,000, or a greater integral multiple of $5,000,000; (h) no admission of any Subsequent Lender shall increase the Revolving Credit Commitment Commitments or the Term Commitments (or additional amount both, as applicable) of its Revolving Credit Commitment(s)); provided, however, that any existing Lender without the written consent of such Lender; (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each all of the representations and warranties set forth in Section 7 and of Borrower in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of the effective date of the increase in the total Commitment (where not already qualified or if such representations and warranties by materialitytheir terms relate solely to an earlier date, otherwise in all respects) then as of such earlier date); (j) no Default or Event of Default exists or would result therefrom; (k) no Lender, including, but not limited to KeyBank, shall be an Increasing Lender without the written consent of such Lender; (l) no increase in the total Commitment will be implemented unless Subsequent Lenders or Increasing Lenders, or a combination thereof commit to fund each such increase in accordance with the terms and conditions of this Agreement; and (m) Borrower shall have executed such other modifications and documents and made such other deliveries as Agent may reasonably require and shall pay or reimburse Agent and Agent’s Special Counsel for all fees (including any fees specified in the Agreement Regarding Fees), expenses and costs in connection with the foregoing and Borrower shall also pay such Loan fees and placement fees, if any, as may be required for such increase in the Revolving Commitments or the Term Commitments (or both, as applicable). The effective date After adding the Revolving Commitment or the Term Commitment (or both, as applicable) of any Increasing Lender or Subsequent Lender, Agent shall promptly provide each Lender and Borrower with a new Schedule 1.1 to this Agreement (and each Lender acknowledges that its Commitment Amount Increase shall be agreed upon by the Company, on behalf Percentage under Schedule 1.1 and allocated portion of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Outstanding Revolving Loans, Swing Line Loans and Letters of Credit on the one hand, or the existing Outstanding Term Loans on the other (or both, as applicable), will change in accordance with its pro rata share of the increased Revolving Commitments or Term Commitments (or both, as applicable). Unless and until the total Revolving Commitments of all Revolving Lenders shall make such assignments (which assignments and/or Term Commitments of all Term Lenders have been increased in accordance with this §2.9, Borrower shall not be subject to permitted any disbursement beyond the requirements set forth in Section 14.11) amount of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit initial Commitment.

Increase in Commitments. (a) The Borrowers Borrower may from time by written notice to timeAdministrative Agent elect to request, on any Business Day after the Effective Date and prior to the Termination Date so long Maturity Date, an increase to the existing Commitments (any such increase, the "New Commitments") by an amount not in excess of U.S.$85,000,000 in the aggregate. Such New Commitments shall not be less than U.S.$10,000,000 individually (or such lesser amount which shall be approved by Administrative Agent), and shall be in integral multiples of U.S.$1,000,000 in excess of that amount. Each such notice shall specify (A) the date (each, an "Increased Amount Date") on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than (10) Business Days after the date on which such notice is delivered to Administrative Agent, and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a "New Lender") to whom the Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations; provided any Lender approached to provide all or a portion of the New Commitments, may elect or decline, in its sole discretion, to provide a New Commitment; provided, further, that any New Lender shall be acceptable to the Administrative Agent. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment shall exist on such Increased Amount Increase Request at least five (5) Business Days Date immediately prior to the desired effective date of or after giving effect to such increase New Commitments; (the “Commitment Amount Increase”2) identifying an additional Lender (or additional Revolving Credit both immediately prior to and after giving effect to such New Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties conditions set forth in Section 7 4.02 shall be satisfied; (3) the Borrower shall be in compliance with the financial covenants set forth in Section 7.11 both as of the last day of the most recently ended fiscal quarter and immediately after giving effect to such New Commitments; (4) the New Commitments shall be effected pursuant to one or more joinder agreements substantially in the other Loan Documents form of Exhibit G (a "Joinder Agreement") executed and delivered by the Borrower, the New Lender and Administrative Agent, and each of which shall be recorded in the Register and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they each New Lender shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.113.01; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents of the outstanding Loans and L/C Obligations type specified in Section 4.01 reasonably requested by Administrative Agent in connection with any such New Commitment. (b) On any Increased Amount Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders providing shall assign to each of the Commitment New Lenders, and each of the New Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), such interest in the Loans outstanding on such Increased Amount Increase so Date as shall be necessary in order that, after giving effect to all such assignmentsassignments and purchases, each Lender (including such Loans will be held by existing Lenders and New Lenders ratably in accordance with their Commitments after giving effect to the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date addition of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit New Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contraryCommitments, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit (b) each New Commitment shall be increased without its written consent deemed for all purposes a Commitment and each Loan made thereunder (a "New Loan") shall be deemed, for all purposes, a Loan and (c) each New Lender shall become a Lender with respect to the New Commitment and all matters relating thereto. (c) The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower's notice of each Increased Amount Date and in respect thereof (x) the New Commitments and the New Lenders, and (y) the respective interests in such Lender's Loans, in each Lender case subject to the assignments contemplated by this Section 2.14. The terms and provisions of the New Loans shall be identical to the Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may at its optionbe necessary or appropriate, unconditionally and without causein the opinion of Administrative Agent, decline to increase its Revolving Credit Commitmenteffect the provisions of this Section 2.13.

Increase in Commitments. The Borrowers may (a) IPC Holdings shall have the right, at any time and from time to time, on any Business Day time after the Effective Date by written notice to and in consultation with the Administrative Agent, to request an increase in the Total Commitments (each such requested increase, a "Commitment Increase"), by having one or more existing Lenders increase their respective Commitments then in effect (each, and "Increasing Lender"), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an "Additional Lender"), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $50,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the Total Commitments shall not exceed $750,000,000 and (z) the aggregate of all Commitment Increases effected after the Effective Date shall not exceed $250,000,000, (iii) such increase shall be allocated pro rata between the Tranche 1 Commitments and Tranche 2 Commitments and (iv) no existing Lender shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by IPC Holdings unless it agrees in its sole discretion to do so. (b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent shall not be unreasonably withheld or delayed) and IPC Holdings and each Additional Lender shall execute a Lender Joinder Agreement together with all such other documentation as the Administrative Agent and IPC Holdings may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent and IPC Holdings, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder. (c) If the Total Commitments are increased in accordance with this Section, the Administrative Agent and IPC Holdings shall determine the effective date (the "Commitment Increase Date," which shall be a Business Day not less than thirty (30) days prior to the Commitment Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify IPC Holdings and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase. (d) Notwithstanding anything set forth in this SECTION 3.19 to the contrary, no increase in the Total Commitments pursuant to this SECTION 3.19 shall be effective unless: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date so long and in form and substance reasonably satisfactory to the Administrative Agent: (A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, a duly executed joinder agreement together with all other documentation required by the Administrative Agent and IPC Holdings pursuant to SECTION 3.19(B); (B) an instrument, duly executed by each Credit Party, acknowledging and reaffirming its obligations under this Agreement, the Security Documents and the other Credit Documents to which it is a party and the validity and continued effect of the Liens granted in favor of the Administrative Agent thereunder; (C) a certificate of the secretary or an assistant secretary of each Credit Party, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Credit Party approving or consenting to such Commitment Increase; (D) a certificate of an Authorized Officer of IPC Holdings, certifying that (y) as of the Commitment Increase Date, all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase and any Borrowings or Letters of Credit issued in connection therewith (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects, in each case as of such date), and (z) no Default or Event of Default existshas occurred and is continuing, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) both immediately before and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender Commitment Increase (including any Borrowings or Letters of Credit issued in connection therewith and the Lenders providing application of the proceeds thereof); and (ii) Each outstanding Syndicated Letter of Credit shall have been exchanged for a new Syndicated Letter of Credit or amended, in each case giving effect to the Commitment Amount Increase; and (iii) will hold Loans and L/C Obligations equal In the case of any Credit Extension in connection with such Commitment Increase, the conditions precedent set forth in SECTION 5.2 shall have been satisfied. To the extent necessary to its Percentage of all keep the outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that ratable in the event of any non-ratable increase in the aggregate Tranche 1 Commitments, on the Commitment Increase Date, (i) either no Eurocurrency all then outstanding LIBOR Loans (the "Initial Loans") shall automatically be outstanding on converted into Base Rate Loans, (ii) immediately after the date effectiveness of the Commitment Increase, IPC Holdings shall, if it so requests, convert such Base Rate Loans into LIBOR Loans (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with SECTION 3.10, (iii) each Tranche 1 Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Tranche 1 Lender's Tranche 1 Ratable Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Tranche 1 Lender's Tranche 1 Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Tranche 1 Lender the portion of such effectiveness or funds equal to the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from difference, if positive, between (y) such Tranche 1 Lender's Tranche 1 Ratable Share (calculated without giving effect to the repayment Commitment Increase) of its the Initial Loans and (iiz) such Tranche 1 Lender's Tranche 1 Ratable Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Borrowers Tranche 1 Lenders shall not have terminated any portion of be deemed to hold the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Subsequent Borrowings ratably in accordance with their respective Tranche 1 Commitment Amount Increase. Notwithstanding anything herein (calculated after giving effect to the contraryCommitment Increase), no Lender (vi) IPC Holdings shall have any obligation pay all accrued but unpaid interest on the Initial Loans to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent the Tranche 1 Lenders entitled thereto, and each Lender may at its option, unconditionally and without cause, decline (vii) SCHEDULE 1.1(A) shall automatically be amended to increase its Revolving Credit Commitmentreflect the Tranche 1 Commitments of all Tranche 1 Lenders after giving effect to the Commitment Increase. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by IPC Holdings pursuant to the provisions of SECTION 3.17 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. (a) The Borrowers Borrower may from time to time, on any Business Day after the Effective Date and prior by written notice to the Termination Date so long as no Default or Event Administrative Agent elect to seek (x) commitments (“Additional Revolving Commitments”) to increase the Revolving Commitments of Default exists, any Class and/or (y) commitments (“Additional Term Commitments”) to increase the aggregate principal amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior any existing Class of Term Loans or to the desired effective date establish one or more new Classes of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s))Term Loans; provided, however, that provided that: (i) the aggregate amount of the Revolving Credit all Additional Commitments shall not at any time exceed $850,000,000, the Incremental Cap; (ii) any such increase of the aggregate amount of the Revolving Credit Commitments or any new Class shall be in an aggregate amount not of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided that such amount may be less than $25,000,000 and (iii) each of 10,000,000 if such amount represents all remaining availability under the representations and warranties limit set forth in Section 7 and in the other Loan Documents preceding clause (i); (b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a Business Day and remain true (y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and correct the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to the Additional Commitments (and assuming full utilization thereof) the requirements of Section 2.20(a)(i), (iv) and (x) are satisfied, and setting forth the calculation of the Incremental Cap. (c) On each Additional Commitments Effective Date with respect to any Additional Term Commitment, each Additional Term Lender shall make an Additional Term Loan to the Borrower in all material respects a principal amount equal to its Additional Term Commitment. The Borrower shall prepay any Revolving Loans outstanding on the effective date of such increase Additional Commitments Effective Date with respect to any Additional Revolving Commitment (where not already qualified by materiality, otherwise in all respects), except and pay any additional amounts required pursuant to Section 2.16) to the extent the same expressly relate necessary to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of keep the outstanding Revolving Loans and L/C Obligations to pro rata across all Classes of Revolving Commitments arising from any nonratable increase in the Revolving Commitments. If there is a new borrowing of Revolving Commitments on such Additional Commitments Effective Date, the Revolving Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender Additional Revolving Commitments shall make such Revolving Loans in accordance with Section 2.01(b). (including d) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by the Lenders Persons providing the Commitment Amount Increase) will hold Loans Additional Commitments (and L/C Obligations equal to its Percentage the other Persons specified in the definition of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either Additional Credit Extension Amendment but no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no other existing Lender’s Revolving Credit Commitment shall be increased without its written consent thereto), and each Lender the Additional Credit Extension Amendment may at its option, unconditionally provide for such amendments to this Agreement and without cause, decline to increase its Revolving Credit Commitment.the other Loan Documents as may be necessary or

Increase in Commitments. (a) The Borrowers Borrower may from time by written notice to time, on any Business Day after the Effective Date and Administrative Agent elect to request (x) prior to the Revolving Termination Date so long as no Default Date, an increase to the existing Revolving Commitments under one or Event of Default exists, increase the aggregate amount more of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five Facilities (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount IncreaseIncreased Revolving Commitment”) identifying an additional Lender and/or (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (iy) the aggregate amount establishment of the Revolving Credit one or more new term loan Commitments shall not at any time exceed $850,000,000(each, (iian “Incremental Term Loan Commitment”) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 100,000,000 individually and in an amount not to exceed the sum of (A) the Shared Incremental Amount and (iiiB) an amount of Incremental Term Loans or Increased Revolving Commitments such that the Senior Secured Leverage Ratio is no more than 3.50 to 1.00 as of the last day of the most recently ended period of four fiscal quarters of the Borrower for which financial statements are internally available, determined on the applicable Increase Effective Date, after giving effect to any such incurrence on a Pro Forma Basis, and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments (provided that, for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to clause (B) on any Increase Effective Date on which the Senior Secured Leverage Ratio test in this clause (B) is met shall remain authorized pursuant to clause (B) if such Senior Secured Leverage Ratio test is not met as of any subsequent date). Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not fewer than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Assignee to whom Borrower proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment; provided, further, that any existing Lender that does not respond shall be deemed to have declined to provide such increased or new Commitment. (b) The increased or new Commitments shall become effective, as of such Increase Effective Date; provided that: (i) each of the representations and warranties conditions set forth in Section 7 5.2 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Debt resulting from the consummation of any acquisition permitted by this Agreement concurrently with such borrowings as of the date of the most recent financial statements delivered pursuant to Section 6.1(b) or (c), the Borrower shall be in compliance with each of the covenants set forth in Section 7.16; (iv) the Borrower shall make any payments required pursuant to Section 2.20 in connection with any adjustment of Revolving Loans pursuant to Section 2.24(d); and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (c) The terms and provisions of Loans made pursuant to the new Commitments shall be as follows: (i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments shall be, except as otherwise set forth herein or in the Increase Joinder, identical to (i) the Tranche B Term Loans (“Incremental Term B Loans”) or (ii) the Tranche A Term Loans (“Incremental Term A Loans”, and together with any Incremental Term B Loans, the “Incremental Term Loans”) (it being understood that Incremental Term Loans may be part of an existing Class of Term Loans); provided that the aggregate principal amount of all Incremental Term A Loans shall not exceed (A) $1,000,000,000 plus (B) an amount equal to the excess, if any, of (x) the amount of Tranche A Term Loans outstanding on the Closing Date less (y) the amount of Tranche A Term Loans outstanding on the applicable Increase Effective Date; (ii) any Loans made pursuant to Incremental Term Loan Commitments shall rank pari passu in right of payment and of security with the Term Loans; (iii) all terms and provisions (including Maturity Date) of Revolving Loans made pursuant to new Commitments shall be identical to the existing Revolving Loans; provided that in connection with any such new Commitments for additional Revolving Loans, the Borrower may pay to the Lenders providing such Commitments a fee in an amount not to exceed the highest upfront fee paid to Revolving Lenders of the applicable Revolving Facility on the Closing Date; (iv) the weighted average life to maturity of all (x) Incremental Term B Loans shall be no shorter than the weighted average life to maturity of the existing Tranche B Term Loans and (y) Incremental Term A Loans shall be no shorter than the weighted average life to maturity of the existing Tranche A Term Loans; (v) the maturity date of (x) all Incremental Term B Loans shall not be earlier than the latest Maturity Date with respect to the Tranche B Term Loans as then in effect and (y) all Incremental Term A Loans shall not be earlier than the latest Maturity Date with respect to the Tranche A Term Loans as then in effect; and (vi) the interest rate margins for (x) the new Incremental Term A Loans shall be determined by Borrower and the applicable new Lenders and (y) the new Incremental Term B Loans shall be determined by Borrower and the applicable new Lenders; provided, however, that the interest rate margins for the new Incremental Term B Loans, shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to any Tranche B Term Loans plus 50 basis points (and the interest rate margins applicable to the Tranche B Term Loans shall be increased to the extent necessary to achieve the foregoing); provided, further, that in determining the interest rate margins applicable to the existing Tranche B Term Loans, and the Incremental Term B Loans, as applicable, (x) original issue discount or upfront or similar fees (collectively, “OID”) payable by the Borrower to the Lenders of the existing Tranche B Term Loans or the Incremental Term B Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to arrangers (or their respective affiliates) shall be excluded and (z) if the Incremental Term B Loans include an interest rate floor greater than the interest rate floor applicable to the Tranche B Term Loans, such increased amount shall be equated to interest rate margins for purposes of determining whether an increase in the interest rate margins for the Tranche B Term Loans shall be required, to the extent an increase in the interest rate floor in the Tranche B Term Loans would cause an increase in the interest rate margins, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Tranche B Term Loans shall be increased by such increased amount. The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents shall as may be and remain true and correct necessary or appropriate, in all material respects on the effective date opinion of such increase the Administrative Agent, to effect the provisions of this Section 2.24. (where not already qualified by materiality, otherwise in all respects), except to d) To the extent the same expressly relate to an earlier dateCommitments being increased on the relevant Increase Effective Date are Revolving Commitments, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf then each of the BorrowersRevolving Lenders having a Revolving Commitment under the applicable Revolving Facility prior to such Increase Effective Date (the “Pre-Increase Revolving Lenders”) shall assign to any Revolving Lender which is acquiring a new or additional Revolving Commitment under the applicable Revolving Facility on the Increase Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each Pre-Increase Revolving Lender, at the Administrative Agent. Upon the effectiveness principal amount thereof, Schedule 1 such interests in the Revolving Loans under the applicable Revolving Facility (which purchases shall be deemed amended to reflect prepayments of such Revolving Loans for purposes of Section 2.20) and, in the increase case of Alternative Currency Revolving Commitments, participation interests in LC Obligations and the new Lender(s) (or, if applicable, existing Lender(s)) Swingline Loans outstanding on such Increase Effective Date as shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth necessary in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so order that, after giving effect to all such assignmentsassignments and purchases, such Revolving Loans under the applicable Revolving Facility and, in the case of Alternative Currency Revolving Commitments, participation interests in LC Obligations and Swingline Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Revolving Commitments under the applicable Revolving Facility after giving effect to such Increased Revolving Commitments under the applicable Revolving Facility. (e) On any Increase Effective Date on which new Commitments for term loans under Incremental Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender (including of such new Commitment shall make a new Term Loan to the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations Borrower in an amount equal to its Percentage of all outstanding new Commitment. (f) The Loans and L/C Obligations. It Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be a condition entitled to such effectiveness that (i) either no Eurocurrency Loans be outstanding on all the date of such effectiveness or benefits afforded by, this Agreement and the Borrowers pay any applicable breakage cost under other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from Section 3.6 incurred 10 hereof and security interests created by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereofSecurity Documents. The Borrowers agree to pay Loan Parties shall take any reasonable expenses of actions reasonably required by the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the contrary, no Lender shall have establishment of any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentsuch Class of Term Loans or any such new Commitments.

Increase in Commitments. (a) The Borrowers may may, any time or from time to time, on any Business Day time after the Effective later of (i) the Closing Date and prior (ii) the earlier of (A) sixty (60) days after the Closing Date and (B) the date upon which a Successful Syndication is achieved, by written notice to the Termination Date so long Administrative Agent (an “Incremental Facility Request”) request the establishment of incremental or additional term loan facilities (each, an “Incremental Term Facility”, the commitments thereunder, the “Incremental Term Commitments” and the loans thereunder, the “Incremental Term Loans”). Any such Incremental Term Facility may be implemented by increasing the amount of loans and commitments under the existing Facility or by adding a new facility to this Agreement. Subject to the terms and conditions set forth in this Section 2.21, the Incremental Term Facilities shall be funded on the relevant Increased Amount Date; provided that no Incremental Term Facility shall be incurred on such date to the extent that the aggregate principal amount of such Incremental Term Facility when combined with the aggregate principal amount of all Incremental Term Facilities then outstanding exceeds $150,000,000. (b) Each such Incremental Facility Request shall specify the date (an “Increased Amount Date”) on which the Borrowers propose that the Incremental Term Commitments and the date the Incremental Term Loans shall 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 (or such lesser number of days as may be agreed to by the Administrative Agent in its sole discretion). The Borrowers shall notify the Administrative Agent in writing of the identity of each Lender or other Person (each, an “Incremental Lender”) to whom the Incremental Term Commitments have been allocated, which allocation shall be made at the Borrowers’ sole discretion. Any Lender approached to provide all or a portion of the Incremental Term Commitments may elect or decline, in its sole discretion, to provide an Incremental Term Commitment (it being understood that the Borrowers have no obligation to approach any Lender, and no Lender is committing to provide any Incremental Term Commitment until such time as such Lender agrees in writing to provide all or a portion of the Incremental Term Commitment). (c) As of any Increased Amount Date: (i) no Default or Event of Default exists, increase shall exist and be continuing or would immediately result from the aggregate amount incurrence of such Incremental Term Facility; (ii) the incurrence of any such Incremental Term Facility shall be in compliance with all obligations under Regulation U; (iii) to the extent that such Incremental Term Loans are not made as part of the Revolving Credit Commitments Term Facility (in which case all terms thereof shall be identical to the terms of the Term Facility): (A) the final maturity date under any Incremental Term Facility shall not be earlier than the Term Maturity Date; (B) the amortization requirements for any Incremental Term Facility shall be determined by the Company delivering Borrowers and the Incremental Lenders thereunder so long as the Weighted Average Life to Maturity applicable to any Incremental Term Facility shall be equal to or greater than the Weighted Average Life to Maturity of the Initial Term Loans outstanding under the Term Facility (without giving effect to any prepayments (other than amortization)); (C) the Incremental Term Facility shall not be (x) guaranteed by any Person who is not, or will not then be a Commitment Amount Increase Request at least five Guarantor or (5y) Business Days prior secured by any assets not constituting or which will not then constitute Collateral under the Loan Documents; (iv) if the All-In Yield applicable to any Incremental Term Loans under any Incremental Term Facility shall be 0.50% per annum or more higher than the corresponding All-In Yield on the Term Facility as of the date of incurrence, then the All-In Yield applicable to the desired effective date of such increase Term Facility shall be increased to cause the then applicable All-In Yield for the Term Facility to equal the All-In Yield then applicable to the Incremental Term Loans minus 0.50% per annum (this provision, the “Commitment Amount IncreaseMFN Protection”); and (v) identifying an additional Lender (or additional Revolving Credit the terms and provisions of the Incremental Term Commitments for existing Lender(s)shall be as agreed between the Borrowers and the applicable Incremental Lenders providing such Incremental Term Commitments, subject to satisfying the requirements of this Section 2.21(c) and the amount terms of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit such Incremental Term Commitments shall be effected pursuant to an amendment to this Agreement (an “Incremental Amendment”) executed and delivered by the Borrowers, the Administrative Agent and one or more Incremental Lenders; provided that (x) such Incremental Term Loans may participate in an amount not any mandatory prepayment under Section 2.10 hereof on a pro rata basis (or on a basis less than $25,000,000 pro rata), but not on a basis that is more favorable than pro rata and (iiiy) each with respect to terms not addressed by this Section 2.21(c), if such terms (other than pricing terms) of the representations Incremental Term Commitments are not, taken as a whole, substantially consistent with the terms of the Term Facility, such terms shall not be more restrictive, when taken as a whole, than the terms of the Term Facility (except for terms applying after the Term Maturity Date or Extended Maturity Date, as applicable). (d) On any Increased Amount Date on which any Incremental Term Commitment becomes effective or Incremental Term Loans are funded, subject to the foregoing terms and warranties set forth in conditions, each Incremental Lender to the extent not already a Lender, shall become a Lender hereunder with respect to such Incremental Term Commitment or Incremental Term Loan; provided that any Person that becomes an Incremental Lender that is not already a Lender hereunder shall be reasonably satisfactory to the Administrative Agent and the Borrowers to the extent consent would be required under Section 7 9.04(b) for an assignment of Loans to such Incremental Lender. (e) For purposes of this Agreement, any Incremental Term Loans shall be deemed to be Loans. Each Incremental Amendment may, without the consent of any Lender, effect such amendments to this Agreement and in the other Loan Documents shall as may be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier datenecessary or appropriate, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses opinion of the Administrative Agent relating and the Borrowers, to any Commitment Amount Increase. Notwithstanding anything herein to effect the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentprovisions of this Section 2.21.

Increase in Commitments. The Borrowers may from time to time, on any Business Day after the Effective Date and prior to the Termination Date so long as (a) Provided that no Default or Event of Default existshas occurred and is continuing, subject to the terms and conditions set forth in this Section 2.8, Borrowers shall have the option, at any time and from time to time, before the Maturity Date to request the increase of the Total Commitment (each, a “Commitment Increase”), in an aggregate amount not to exceed $100,000,000.00, by giving written notice to Administrative Agent (each, an “Increase Notice”), each of which shall specify the date (each, an “Increase Effective Date”) on which Borrowers propose that the applicable Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent; provided that any such individual increase of the Total Commitment must be in a minimum amount of $5,000,000.00 and increments of $5,000,000.00 in excess thereof unless otherwise approved by Administrative Agent in its sole discretion. Upon receipt of any Increase Notice, Administrative Agent shall consult with the Co-Lead Arrangers and shall notify Parent of the amount of the Revolving Credit Commitments by facility fees to be paid to any Lenders who provide a portion of the Company delivering Commitment Increase pursuant to such Increase Notice in connection with such increase in the Total Commitment (which shall be in addition to the fees to be paid to Administrative Agent and KeyBanc pursuant to the Fee Letter). If Borrowers agree to pay the facility fees so determined, Administrative Agent shall send a notice to all Lenders (each, a “Commitment Amount Increase Request at least five (5) Business Days Notice”), informing them of Borrowers’ request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide a portion of the Commitment Increase upon such terms shall provide Administrative Agent with a written commitment letter specifying the portion of the Commitment Increase which it is willing to provide prior to such deadline as may be specified in the desired effective date of such Commitment Increase Request Notice. If the requested increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) is oversubscribed, Administrative Agent and the Co-Lead Arrangers shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as Administrative Agent and the Co-Lead Arrangers shall determine in their sole discretion. If the increases to the Total Commitment so provided are not sufficient to provide the full amount of the Commitment Increase requested by Borrowers, then Administrative Agent, or Borrowers may, but shall not be obligated to, invite one or more banks or lending institutions (which banks or lending institutions shall be acceptable to Administrative Agent, the Lead Arranger and Parent) to become a Lender and provide a portion of the Commitment Increase. Administrative Agent shall provide all Lenders with a notice setting forth the amount, if any, of the Commitment Increase to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the Increase Effective Date. In no event shall any Lender be obligated to increase its Commitment. (b) The terms and provisions of the Revolving Credit Loans made pursuant to the Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that Increases shall be as follows: (i) the aggregate amount proceeds of such Revolving Loans shall be used solely to acquire one hundred percent (100%) of the fee interest of one or more of the Senior Care Properties described on Schedule 1.1(c) or other properties approved by Administrative Agent and Required Lenders; (ii) terms and provisions of Loans made pursuant to the Commitment Increases shall be identical to the existing Revolving Credit Commitments Loans (except as otherwise set forth in Section 2.8(a) with respect to the facility fees paid in connection therewith), it being understood that the Loans made pursuant to the Commitment Increases will be, for all intents and purposes, Revolving Loans, and all references in the Loan Documents shall not at be deemed, unless the context otherwise requires, to include references to Loans made pursuant to the Commitment Increases that are Revolving Loans made pursuant to this Agreement; and (iii) the maturity date of Revolving Loans shall be the Maturity Date. (c) Upon each Increase Effective Date of each increase in the Total Commitment pursuant to this Section 2.8, (i) the applicable Commitment Increase shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrowers, Administrative Agent and each Lender making a portion of such Commitment Increase, in form and substance reasonably satisfactory to each of them, and the Increase Joinder may, without the consent of any time exceed $850,000,000other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Administrative Agent, to effect the provisions of this Section 2.8, (ii) any Administrative Agent may unilaterally revise Schedule 1.1(a) to reflect the name and address, Commitment and Commitment Percentage of each Lender following such increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) Borrowers shall execute and deliver to Administrative Agent a new Revolving Loan Note for each Lender whose Commitment has changed so that the principal amount of such Lender’s Revolving Loan Note shall equal its Commitment. Administrative Agent shall deliver such replacement Revolving Loan Note to the respective Lenders in exchange for the Revolving Loan Note replaced thereby which shall be surrendered by such Lenders. Each such new Revolving Loan Note shall provide that it is a replacement for the applicable surrendered Revolving Loan Note and that it does not constitute a novation, shall be dated as of the representations applicable Increase Effective Date and warranties set forth shall otherwise be in substantially the form of the replaced Revolving Loan Note. Concurrently with the issuance of any new Revolving Loan Note pursuant to this Section 7 2.8(c), Borrowers shall deliver an opinion of counsel, addressed to the Lenders and Administrative Agent, relating to the due authorization, execution and delivery of such new Revolving Loan Note and the enforceability thereof, in form and substance substantially similar to the other opinion delivered in connection with the first disbursement under this Agreement. The surrendered Revolving Loan Documents Note shall be canceled and remain true and correct in all material respects on the effective date of such increase returned to Borrowers. (where not already qualified by materiality, otherwise in all respects), except d) Notwithstanding anything to the extent the same expressly relate to an earlier datecontrary contained herein, in which case they shall be true and correct in all material respects (where Borrowers may not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of request any Commitment Amount Increase shall be agreed upon by unless the Company, on behalf of the Borrowers, and the Administrative Agent. Upon following conditions precedent are satisfied prior to the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall conditions cannot be subject to waived without the requirements set forth in Section 14.11) consent of all of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.Lenders:

Increase in Commitments. The Borrowers may from time to time, on any Business Day after the Effective Date and prior (i) Upon notice to the Termination Date so long as no Default or Event of Default existsAdministrative Agent (which shall promptly notify the Lenders), increase the Borrower may request: additional Term Commitments and/or additional Revolving Credit Commitments denominated in any currency to be incurred by the Borrower and/or any U.S. Subsidiary Guarantor (each, an “Incremental Facility”) pursuant to any Incremental Joinder; provided that after giving effect to any such addition, the aggregate amount of the Revolving Credit all additional Term Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or and additional Revolving Credit Commitments for existing Lender(sthat have been added pursuant to this ‎Section 2.16(a) shall be incurred in compliance with the requirements of the Incremental Cap, tested at the time of incurrence thereof. Each such addition under this ‎Section 2.16(a)) and the . shall be in an aggregate amount of its Revolving Credit Commitment $5,000,000 or any whole multiple of $1,000,000 in excess thereof. (or ii) Any loans made in respect of any such additional amount Term Commitments (the “Incremental Term Loans”) may be made, at the option of its Revolving Credit Commitment(s)); providedthe Borrower, however, that either by (i) increasing the Initial Term Loans with the same terms (including pricing) as the existing Initial Term Loans, or (ii) creating a new tranche of terms loans (an “Incremental Term Loan Class”); provided that any Incremental Term Loan Class (A) shall not mature prior to the stated Maturity Date applicable to the latest maturing Class of Term Loans on the date of incurrence of such Incremental Term Loans, (B) the Weighted Average Life to Maturity of any Incremental Term Loan Class shall be no less than the Weighted Average Life to Maturity of such latest maturing Class of Term Loans and (C) any Incremental Term Loans may participate on a pro rata basis, a less than pro rata basis (or, solely as compared to any later maturing Class of Term Loans, greater than pro rata basis) in any mandatory prepayments (but on a pro rata basis, greater than pro rata basis or a less than pro rata basis in any voluntary prepayments) with the then outstanding Term Loans; provided that clauses (A) and (B) above shall not apply to (X) any customary bridge loans so long as any loans, notes, securities or other Indebtedness which exchanged for or otherwise replace such bridge loans satisfies (or will satisfy at the time of incurrence or rollover) the requirements of such clauses and (Y) Incremental Facilities with an aggregate outstanding principal amount not in excess of $350,000,000. (iii) Any such additional Revolving Credit Commitments may be made by (x) establishing one or more additional Classes of revolving credit commitments (an “Incremental Revolving Facility”); provided the (i) final maturity date of any such Incremental Revolving Facility shall be no earlier than the final maturity date of the Initial Revolving Credit Facility, (ii) such Incremental Revolving Facility shall require no scheduled amortization or mandatory commitment reduction prior to the final maturity date of the Initial Revolving Credit Facility and (iii) any Incremental Revolving Facility may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro basis) in any reduction or termination as compared to earlier maturing Revolving Credit Commitments or (y) increasing any Class of Revolving Credit Commitments (the “Incremental Revolving Credit Commitments”) with the same terms as such existing Class of Revolving Credit Commitments (it being understood that, if required to consummate an Incremental Revolving Facility, the pricing, interest rate margins, rate floors and undrawn fees on the Revolving Credit Facility being increased may be increased for all Revolving Credit Lenders of the Revolving Credit Commitments shall not at any time exceed $850,000,000Facility being increased, (ii) any increase of but additional upfront or similar fees may be payable to the aggregate amount of Lenders participating in the Incremental Revolving Credit Commitments without any requirement to pay such amounts to any existing Revolving Credit Lenders). (iv) The Borrower may invite any Lender or any additional Eligible Assignees to become Term Lenders or Revolving Credit Lenders, as applicable, pursuant to a commitment increase and joinder agreement (each, an “Incremental Joinder”). No Lender will be obligated to provide all or any portion of any Incremental Facility and the determination to provide such commitment shall be within the sole and absolute discretion of such Lender. Any failure by a Lender to respond to any such invitation shall not be deemed an acceptance or agreement to provide such Incremental Facility. (v) If any Term Commitments or Revolving Credit Commitments are added in an amount not less than $25,000,000 accordance with this ‎Section 2.16, the Administrative Agent and the Borrower shall determine the effective date (iiithe “Incremental Effective Date”) each and the final allocations of such additional Commitments. The Administrative Agent shall promptly notify the Borrower and the lenders providing such Incremental Facility of the final allocation thereof and the Incremental Effective Date. As a condition precedent to such addition, before and after giving effect to such increase, (i)(A) the representations and warranties set forth contained in Section 7 ‎Article 5 and in the other Loan Documents shall be and remain are true and correct in all material respects on the effective date of such increase (where not already except that any representation and warranty that is qualified by as to “materiality, otherwise ” or “Material Adverse Effect” shall be true and correct in all respects)respects as so qualified) on and as of the Incremental Effective Date, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and (B) no Event of Default exists after giving effect to such addition (or, in the case incurred to fund a Permitted Acquisition, no Specified Event of Default exists after giving effect to such addition); provided that notwithstanding anything to the contrary in this ‎Section 2.16 or in any other provisions of any Loan Document, if the proceeds of any Incremental Facility are intended to be applied to finance a Limited Condition Transaction, at the option of the Borrower, (1) the conditions to the Incremental Effective Date shall be subject to the LCT Provisions and (2) the only representations and warranties that will be required to be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase the applicable Incremental Effective Date shall be agreed upon by the CompanySpecified Representations). (vi) On each Incremental Effective Date, on behalf (i) each Lender or Eligible Assignee which is providing an Incremental Term Loan Class (A) shall become a “Term Lender” for all purposes of this Agreement and the Borrowersother Loan Documents, and (B) shall make an Incremental Term Loan to the Administrative Agent. Upon Borrower or the effectiveness thereofapplicable Subsidiary Guarantor in a principal amount equal to such additional Term Commitment, Schedule 1 and such Incremental Term Loan shall be deemed amended to reflect the increase a “Term Loan” for all purposes of this Agreement and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans other Loan Documents and (ii) each Lender or Eligible Assignee which is providing an Incremental Revolving Credit Commitment shall become a “Revolving Credit Lender” for all purposes of this Agreement and the Borrowers shall not have terminated any portion other Loan Documents, with a Revolving Credit Commitment of the Revolving Credit Commitments applicable Class. (vii) The interest rate applicable to any Incremental Term Loans will be determined by the Borrower and the lenders providing such Incremental Term Loans; provided that in the case of any such Incremental Term Loans denominated in Dollars that are secured by the Collateral on a pari passu basis with the Initial Term Loans in right of payment and with respect to security (other than customary bridge loans) with a final maturity date that is less than 24 months after the Initial Term Loan Maturity Date, the All-In-Rate applicable thereto will not be more than 0.50% per annum higher than the All-In-Rate in respect of the Initial Term Loans unless the Applicable Margin (and/or, as provided in the proviso below, the Base Rate floor or Eurocurrency Rate floor) with respect to the Initial Term Loans is adjusted to be equal to the All-In-Rate applicable to such Indebtedness, minus 0.50% per annum (it being agreed that, the relative rate differentials in any pricing grid specified in the Applicable Margin shall continue to be maintained), provided that, unless otherwise agreed by the Borrower in its sole discretion, that any increase in All-In-Rate to any Initial Term Loan due to the application or imposition of an Base Rate floor or Eurocurrency Rate floor on any such Indebtedness shall be effected solely through an increase in (or implementation of, as applicable) any Base Rate floor or Eurocurrency Rate floor applicable to such Initial Term Loan. (viii) Any Incremental Facility, if secured, may be secured only by the Collateral (provided that, in the case of any Incremental Facility that is funded into Escrow pursuant to Section 3.7 hereof. The Borrowers agree customary escrow arrangements, such Incremental Facility may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until the time of the release from Escrow of such funds (and may not be secured by any other assets prior to pay such release)) and rank pari passu or junior with respect to security with the Facilities (and if secured, subject to an Acceptable Intercreditor Agreement (which may be effective (or entered into) only immediately after such release from Escrow referred to herein)) and, if guaranteed, will not be guaranteed by an entity which is not (or does not become) a Loan Party. (ix) Except as otherwise specified above, the other terms of any reasonable expenses Incremental Facility (including with respect to pricing, interest rate margins, rate floors, discounts, fees, premiums and prepayment or redemption terms and provisions), shall be on terms and pursuant to documentation to be determined between the Borrower and the lenders providing such Incremental Facility (and for the avoidance of doubt, no consent of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein shall be required except to the contraryextent affecting the rights and duties of, or any fees or other amounts payable to, the Administrative Agent); provided that, at the election of the Borrower, to the extent any more restrictive covenant is added for the benefit of any Incremental Facility (except to the extent only applicable after the latest maturity date of the Facilities), such covenant may also be added for the benefit of all of the Facilities (or, in the case of a financial maintenance covenant, solely for the benefit of the Initial Revolving Credit Facility or other Facility that benefits from a financial maintenance covenant at such time); it being understood and agreed that no consent of the Administrative Agent and/or any Lender shall be required in connection with any amendment adding such covenant or implementing such Incremental Facility. The Borrower shall provide the Administrative Agent prompt written notice of any amendment to effect an Incremental Facility pursuant to this ‎Section 2.16 and the Administrative Agent hereby agrees to (and is directed by each Lender to) acknowledge such amendment as promptly as practicable following such written notice; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such, shall have any obligation no liability with respect to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, such acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted by Law any claims with respect to such acknowledgment; provided that, failure to obtain such acknowledgment shall in no way affect the effectiveness of any amendment entered into to effectuate such amendment in accordance with this ‎Section 2.16. (x) The proceeds of any Incremental Facility may at be used by the Borrower and its optionSubsidiaries for working capital and other general corporate purposes, unconditionally including the financing of permitted acquisitions and without cause, decline to increase its Revolving Credit Commitmentother Investments and any other use not prohibited by this Agreement.

Increase in Commitments. The Borrowers may (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders, the Global Administrative Agent or the Canadian Administrative Agent, to cause from time to time, on any Business Day after time an increase in the Effective Date and prior to the Termination Date so long as no Default or Event of Default exists, increase the aggregate total amount of the Revolving Credit Commitments by the Company delivering (a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an by adding to this Agreement one or more additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Global Administrative Agent and the amount of its Revolving Credit Commitment Canadian Administrative Agent (each a “CI Lender”) or additional amount of its Revolving Credit Commitment(s))by allowing one or more existing Lenders to increase their respective Commitments; provided, however, that (i) the aggregate amount no Event of the Revolving Credit Commitments Default shall not at any time exceed $850,000,000have occurred which is continuing, (ii) any increase of no such Commitment Increase shall cause the aggregate total amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and to exceed U.S.$300,000,000, (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such L▇▇▇▇▇’s sole and remain true absolute discretion) and correct in all material respects (iv) if, on the effective date of such increase increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans. (where b) Any Commitment Increase must be requested by written notice from the Borrower to the Global Administrative Agent and the Canadian Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.21 attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice (not already qualified less than five (5) Business Days after receipt by materialitythe Global Administrative Agent and the Canadian Administrative Agent) or on another date agreed to by the Global Administrative Agent, otherwise in all respectsthe Canadian Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) that there are Loans outstanding as of such earlier date. The effective date , (i) each CI Lender shall, by wire THE COMBINED LENDERS UNDER THE APACHE CORPORATION GLOBAL CREDIT FACILITY April 5, 2007 Page 10 transfer of immediately available funds, deliver to the Canadian Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Canadian Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section, the following defined terms shall have the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment Amount Increase shall be agreed upon by the Company, on behalf or a CI Lender’s Commitment (as applicable) represented as a percentage of the Borrowers, and total amount of the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject Commitments after giving effect to the requirements set forth in Section 14.11) Commitment Increase, times the aggregate principal amount of the outstanding Loans and L/C Obligations immediately prior to giving effect to the Lenders providing Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the Commitment Amount Increase so that, aggregate principal amount of Loans as a result of borrowings made after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase on such Commitment Increase Effective Date); (2) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the total amount of the Commitments shall be reduced as a result of such Commitment Increase; and (3) will hold Loans and L/C Obligations equal to its “Reduction Amount” means the amount by which a Reducing Percentage of all Lender’s outstanding Loans and L/C Obligations. It shall be decrease as of a condition to such effectiveness that Commitment Increase Effective Date (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein without regard to the contrary, no Lender shall have effect of any obligation borrowings made on such Commitment Increase Effective Date after giving effect to increase its Revolving Credit the Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentIncrease).

Increase in Commitments. (a) The Borrowers Borrower may at any time or from time to time, time on any Business Day after the Effective Date and one or more occasions request (i) prior to the Revolving Termination Date so long as no Default Date, an increase to the existing Revolving Commitments under one or Event of Default exists, increase the aggregate amount more of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five Facilities (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount IncreaseIncreased Revolving Commitment”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) the establishment of one or more new term loan Commitments (each, an “Incremental Term Loan Commitment”; it being understood that the Increase Joinder will set forth whether such Incremental Term Loan Commitment is (x) a commitment to make term loans with terms identical to (and that shall together with any increase of then outstanding Term B Loans form a single Class of) Term B Loans or (y) a commitment to make term loans with pricing, maturity, amortization, participation in mandatory prepayments or other terms different from the aggregate amount of Term B Loans (term loans incurred pursuant to this clause (y), the Revolving Credit Commitments shall be “Other Incremental Term Loans”)) in an amount not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the Incremental Amount) individually and in an amount not to exceed the Incremental Amount at the time such Incremental Term Loans are funded or Increased Revolving Commitments are established, in each case, determined on the applicable date on which the new or increased Commitments shall become effective (each such date, an “Increase Effective Date”), and, in each case, with respect to any Increased Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder, and excluding the cash proceeds of any such Incremental Term Loans or Increased Revolving Commitments; provided that (I) for the avoidance of doubt, any Incremental Term Loans or Increased Revolving Commitments incurred or issued pursuant to the Ratio-Based Incremental Amount on any Increase Effective Date on which the Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio, as applicable, is met shall remain authorized pursuant to this clause if such Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio, as applicable, test is not met as of any subsequent date and (iiiII) each Increased Revolving Commitment or Incremental Term Loan Commitment under this Section 2.24 shall be incurred under the Ratio-Based Incremental Amount if and to the extent that the Ratio-Based Incremental Amount is available at the time of such incurrence up to the representations maximum amount available, any additional amounts incurred at any time that the Ratio-Based Incremental Amount is unavailable shall be incurred under the Fixed Incremental Amount or the Prepayment-Based Incremental Amount, and warranties in the event that any amounts incurred under the Fixed Incremental Amount or the Prepayment-Based Incremental Amount subsequently meet the criteria for amounts incurred under the Ratio-Based Incremental Amount, such amounts shall automatically be reclassified as amounts incurred under the Ratio-Based Incremental Amount unless the Borrower, in its sole discretion, elects otherwise, and the Fixed Incremental Amount or the Prepayment-Based Incremental Amount, as applicable, shall be deemed to be restored by the amount so reclassified, and (III) any simultaneous incurrence under the Fixed Incremental Amount or the Prepayment-Based Incremental Amount shall not be given pro forma effect for purposes of determining the Total Net Leverage Ratio, Secured Net Leverage Ratio or First Lien Net Leverage Ratio, as applicable, with respect to any incurrence under the Ratio-Based Incremental Amount; provided, further, that: (i) the condition set forth in Section 7 5.2(iii) shall be satisfied; provided that, unless otherwise agreed by the Borrower, to the extent the proceeds of any Incremental Term Loans or Increased Revolving Commitments are being used to finance a Limited Condition Transaction, this clause (i) shall be subject to customary “SunGard” or other applicable “certain funds” conditionality limitations and “specified representations” provisions; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date (provided that, to the extent the proceeds of any Incremental Term Loans or Increased Revolving Commitments are being used to finance a Limited Condition Transaction, the condition in this clause (ii) may be tested in accordance with Section 1.6); (iii) [reserved]; (iv) no existing Lender will be required to participate in any such increased or new Commitments without its consent; (v) the Borrower shall make any payments required pursuant to Section 2.20 in connection with any adjustment of Revolving Loans pursuant to Section 2.24(c); and (vi) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the applicable Administrative Agent in connection with any such transaction. (b) The terms and provisions of Loans made pursuant to the new Commitments shall be as follows: (i) any commitments to make additional Term B Loans shall have the same terms as the Term B Loans, and shall form part of the same Class of Term B Loans; (ii) any Other Incremental Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) with the Term B Loans in any mandatory prepayment hereunder, (iii) there shall be no borrower (other than the Borrower) or guarantor (other than the Guarantors) in respect of any Incremental Term Loan Commitments, (iv) Other Incremental Term Loans shall not be secured by any asset of the Borrower or its Subsidiaries other than the Collateral; (v) except for the terms referred to in this Section 2.24(b), to the extent the terms of any Incremental Term Loans (other than interest rates (whether fixed or floating), interest margins, benchmark rate floors, fees, original issue discounts, amortization schedule and prepayment terms (including “no call” terms and other restrictions thereon) and premiums) are not consistent in any material respect with the Term B Loans as in effect on the date of incurrence of such Incremental Term Loans, such differences shall be reasonably acceptable to the Term Loan Facility Administrative Agent (except for terms benefitting the Lenders of such Incremental Term Loans (x) where such beneficial terms are incorporated into this Agreement and the other Loan Documents shall be and remain true and correct for the benefit of all Lenders without further amendment requirements, including, for the avoidance of doubt, at the option of the Borrower, any increase in all material respects on the effective applicable interest rate margin related to the Term B Loan Facility to bring such applicable interest rate margin in line with the Other Incremental Term Loans to achieve fungibility with the Term Loan B Facility or (y) applicable only to periods after the Latest Maturity Date in effect as of the date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as incurrence of such earlier date. The effective date Incremental Term Loans); (vi) Other Incremental Term Loans that are secured shall rank equally and ratably in right of any Commitment Amount Increase shall be agreed upon by security with the CompanyTerm B Loans or, on behalf at the option of the BorrowersBorrower, and shall rank junior in right of security with the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) Term B Loans (orprovided that, if applicable, existing Lender(s)) shall advance Revolving such Other Incremental Term Loans rank junior in right of security with the Term B Loans, or the existing Lenders such Other Incremental Term Loans shall make such assignments (which assignments shall not be subject to the requirements provisions of a (x) a First Lien Intercreditor Agreement if such Debt is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations or (y) a Junior Lien Intercreditor Agreement if such Debt is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations; (vii) all terms and provisions (including the Maturity Date) of Revolving Loans made pursuant to new Commitments shall be identical to the existing Revolving Loans; provided that in connection with any such new Commitments for additional Revolving Loans, the Borrower may pay to the Lenders providing such Commitments a fee in an amount not to exceed the highest upfront fee paid to Revolving Lenders of the applicable Revolving Facility on the Closing Date; (viii) the Weighted Average Life to Maturity of all Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the existing Term Loans; (ix) the maturity date of all Incremental Term Loans shall not be earlier than the latest Maturity Date with respect to the Term Loans as then in effect; and (x) the Weighted Average Yield for the new Incremental Term Loans shall be determined by Borrower and the applicable new Lenders; provided that, with respect to Dollar-denominated Incremental Term Loans incurred prior to the date that is six (6) months after the Closing Date that are pari passu with the Term B Loans in right of payment and with respect to security (other than (a) term loan A facilities, (b) Debt incurred in the form of a bridge or other interim credit facility intended to be extended, renewed or refinanced with long-term Debt (and such bridge or other interim credit facility shall be deemed to satisfy clauses (viii) and (ix) above so long as (x) such credit facility includes customary “rollover” provisions that are subject to no conditions precedent other than (I) the occurrence of the date specified for the “rollover” and (II) no payment or bankruptcy event of default having occurred and being continuing and (y) assuming such credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply with clauses (viii) and (ix) above), (c) any Incremental Term Loan incurred to finance an Investment permitted pursuant to Section 7.6, (d) any Incremental Term Loan with a final maturity date that is later than twelve (12) months after the then applicable Term B Loan Maturity Date and (e) Incremental Term Loans incurred after the Closing Date in an aggregate principal amount up to the greater of (x) $83,750,000 and (y) 50% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently completed Measurement Period), the Weighted Average Yield with respect to such Incremental Term Loans, determined as of the date of incurrence of such Incremental Term Loans, shall not be greater than the Weighted Average Yield with respect to the Term B Loans, determined as of such date (giving effect to any amendments to the Weighted Average Yield with respect to the Term B Loans that became effective subsequent to the Closing Date but prior to such date, but excluding the effect of any increase in interest margins or floors with respect thereto pursuant to this clause (x)), plus 0.50%, or if it does so exceed such Weighted Average Yield (such difference, the “Yield Differential”), then the Applicable Margin (or the Eurodollar Rate “floor” as provided in the following proviso) applicable to such Term B Loans shall be increased such that after giving effect to such increase, the Yield Differential shall not exceed 0.50%; provided that any increase in the Weighted Average Yield with respect to the Term B Loans due to the application of a LIBOR Screen Rate or ABR floor to any Other Incremental Term Loans shall be effected solely through an increase to the extent of such differential between the LIBOR Screen Rate or ABR floor to the Other Incremental Term Loans and the LIBOR Screen Rate or ABR floor applicable to the Term B Loans, but only if and to the extent an increase in such floor with respect to the Term B Loans would cause an increase in the interest rate then in effect with respect thereto. In lieu of adding Incremental Term Loan Commitments, Borrower may at its option utilize all or any portion of the Incremental Amount capacity at any time by issuing or incurring Permitted Incremental Equivalent Debt in a manner consistent with Section 2.24(a). The increased or new Commitments shall be effected by an Increase Joinder that may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.24. In the event any Incremental Term Loans have the same terms as any existing Class of Term Loans then outstanding or any Extended Term Loans or Refinancing Term Loans then substantially concurrently established (in each case, disregarding any differences in original issue discount or upfront fees if not affecting the fungibility thereof for U.S. federal income tax purposes), such Incremental Term Loans may, at the election of the Borrower, be treated as a single Class with such outstanding Term Loans or such Extended Term Loans or Refinancing Term Loans, and the amortization set forth in Section 14.112.3 with respect to any such Class of Term Loans may be increased to reflect scheduled amortization of such Incremental Term Loans. (c) To the extent the Commitments being increased on the relevant Increase Effective Date are Revolving Commitments, then each of the Revolving Lenders having a Revolving Commitment under the applicable Revolving Facility prior to such Increase Effective Date (the “Pre-Increase Revolving Lenders”) shall assign to any Revolving Lender that is acquiring a new or additional Revolving Commitment under the applicable Revolving Facility on the Increase Effective Date (the “Post-Increase Revolving Lenders”), and such Post-Increase Revolving Lenders shall purchase from each Pre-Increase Revolving Lender, at par, such interests in the Revolving Loans under the applicable Revolving Facility (which purchases shall be deemed prepayments of such Revolving Loans for purposes of Section 2.20) and participation interests in LC Obligations and Swingline Loans outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount on such Increase so Effective Date as shall be necessary in order that, after giving effect to all such assignmentsassignments and purchases, such Revolving Loans under the applicable Revolving Facility and participation interests in LC Obligations and Swingline Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving Lenders ratably in accordance with their Revolving Commitments under the applicable Revolving Facility after giving effect to such Increased Revolving Commitments under the applicable Revolving Facility. (d) On any Increase Effective Date on which new Commitments for term loans under Incremental Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender (including of such new Commitment shall make a new Term Loan to the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations Borrower in an amount equal to its Percentage of all outstanding new Commitment. (e) The Loans and L/C Obligations. It Commitments established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be a condition entitled to such effectiveness that (i) either no Eurocurrency Loans be outstanding on all the date of such effectiveness or benefits afforded by, this Agreement and the Borrowers pay any applicable breakage cost under other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from Section 3.6 incurred 10 and security interests created by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereofSecurity Documents. The Borrowers agree to pay Loan Parties shall take any reasonable expenses of actions reasonably required by the Administrative Agent relating Agents to any Commitment Amount Increase. Notwithstanding anything herein ensure or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the contrary, no Lender shall have establishment of any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentsuch Class of Term Loans or any such new Commitments.

Increase in Commitments. (a) The Borrowers may Borrower shall have the right, at any time and from time to time, on any Business Day time after the Effective Closing Date and but prior to the date 30 days prior to the Commitment Termination Date so long by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, and “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Commitments shall not exceed $350,000,000 and (z) the aggregate of all Commitment Increases effected after the Closing Date shall not exceed $100,000,000, and (iii) no existing Lender shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by the Borrower unless it agrees in its sole discretion to do so. (b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent, the Swingline Lender and the Issuing Lender shall not be unreasonably withheld or delayed) and the Borrower and each Additional Lender shall execute a Lender Joinder Agreement together with all such other documentation as the Administrative Agent and the Borrower may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Commitment of such Additional Lender and its status as a Lender hereunder. (c) If the aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than 30 days prior to the Commitment Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase. (d) Notwithstanding anything set forth in this Section 2.21, no increase in the aggregate Commitments pursuant to this Section 2.21 shall be effective unless: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Lender, a duly executed Lender Joinder agreement together with all other documentation required by the Administrative Agent and the Borrower pursuant to Section 2.21(b); (B) an instrument, duly executed by the Borrower, acknowledging and reaffirming its obligations under this Agreement and the other Credit Documents; (C) a certificate of the secretary or an assistant secretary of the Borrower, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of the Borrower approving or consenting to such Commitment Increase; (D) a certificate of an Authorized Officer of the Borrower, certifying that (y) as of the Commitment Increase Date, all representations and warranties of the Borrower contained in this Agreement and the other Credit Documents are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase and any Borrowings or Letters of Credit issued in connection therewith (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct in all material respects, in each case as of such date), and (z) no Default or Event of Default existshas occurred and is continuing, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) both immediately before and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender Commitment Increase (including any Borrowings or Letters of Credit issued in connection therewith and the Lenders providing application of the proceeds thereof); and (ii) The conditions precedent set forth in Section 3.2 shall have been satisfied. (e) To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Commitments, on the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that Increase Date, (i) either no Eurocurrency all then outstanding LIBOR Loans (the “Initial Loans”) shall automatically be outstanding on converted into Base Rate Loans, (ii) immediately after the date effectiveness of the Commitment Increase, the Borrower shall, if it so requests, convert such Base Rate Loans into LIBOR Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.12, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s Ratable Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such effectiveness or funds equal to the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from difference, if positive, between (y) such Lender’s Ratable Share (calculated without giving effect to the repayment Commitment Increase) of its the Initial Loans and (iiz) such Lender’s Ratable Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Borrowers Lenders shall not have terminated any portion of be deemed to hold the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Subsequent Borrowings ratably in accordance with their respective Commitment Amount Increase. Notwithstanding anything herein (calculated after giving effect to the contraryCommitment Increase), no Lender (vi) the Borrower shall have any obligation pay all accrued but unpaid interest on the Initial Loans to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent the Lenders entitled thereto, and each Lender may at its option, unconditionally and without cause, decline (vii) Schedule 1.1(a) shall automatically be amended to increase its Revolving Credit Commitmentreflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.19 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. The Borrowers may from time to time(%3) After the Closing Date, on any Business Day after the Effective Date and prior upon notice to the Termination Date so long as no Default Administrative Agent, the Borrower may request increases to the U.S. Revolving Commitments (each such increase, the “Additional U.S. Revolving Commitments”), increases to the Multicurrency Revolving Commitments (each such increase, the “Additional Multicurrency Revolving Commitments” and, together with the Additional U.S. Revolving Commitments, the “Additional Revolving Commitments”), increases to any existing Term NY\6127033.17 Loan Facility or Event one or more new tranches of Default existsterm loans, including Additional Term A Loans, denominated in either Dollars or Euros (each such increase and/or new tranche, the “Additional Term Commitments”); provided that: (i) after giving effect to any such addition, the aggregate amount of Additional Revolving Commitments, Additional Term Commitments and Additional Notes that have been added pursuant to this Section 2.14 shall not exceed (A) $500,000,000, plus (B) the Revolving Credit amount of Delayed Draw Commitments by that have been cancelled without the Company delivering a Commitment Amount Increase Request at least five funding of Delayed Draw Term Loans thereunder plus (5C) Business Days the amount of all voluntary prepayments and voluntary commitment reductions of the Facilities prior to the desired effective date of any such increase incurrence (the amounts available pursuant to clauses (A) through (C), the “General Incremental Availability”), plus (D) unlimited additional amounts (the “Commitment Amount IncreaseRatio Incremental Availability”) identifying an additional Lender to the extent that, in the case of this clause (D) only, as of the last day of the most recently ended Test Period for which financial statements are internally available after giving Pro Forma Effect to such Incurrence of Loans pursuant to such Additional Term Commitments, Additional Revolving Commitments and/or Additional Notes, as applicable, and any Investment consummated with the proceeds therefrom, (x) if the Additional Revolving Loans, Additional Term Loans and/or Additional Notes are secured on a pari passu basis with the Facilities, the First Lien Leverage Ratio does not exceed 1.50:1.00 or additional (y) if such Additional Revolving Credit Commitments, Additional Term Commitments and/or Additional Notes are unsecured or secured on a junior lien basis to the Facilities, the Total Leverage Ratio does not exceed 3.50:1.00 (but assuming for existing Lender(s)) and the amount purpose of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, each such calculation that (ix) the aggregate amount of the relevant Additional Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and treated as fully drawn, (iiiy) each the cash proceeds of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Additional Revolving Loans, Additional Term Loans and/or Additional Notes, as applicable, are not treated as Cash On Hand for such purpose and (z) the proceeds of any Additional Loans or the existing Lenders shall make Additional Notes that are to be used to repay Indebtedness have been so used to prepay such assignments (which assignments shall not be subject to the requirements set forth Indebtedness) and, in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so thateach case, after giving effect to any determination that the Borrower may make to designate any such assignmentsAdditional Revolving Commitments, each Lender (including Additional Term Commitments and/or Additional Notes as being Incurred pursuant to the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to General Incremental Availability or Ratio Incremental Availability in its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and sole discretion; (ii) no existing Lender will be required to participate in any such Additional Facility or Additional Notes without its consent; (iii) any such Additional Facility shall, except as otherwise provided in clause (vi)(C) below, be secured on a pari passu basis by the Borrowers same Collateral securing the Facilities; (iv) (x) all Additional U.S. Revolving Commitments shall not have terminated any portion of be on the same terms and conditions and subject to the same documentation as the U.S. Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating Facility (other than with respect to any Commitment Amount Increase. Notwithstanding anything herein upfront fees) and (y) all Additional Multicurrency Revolving Commitments shall be on the same terms and conditions and subject to the contrary, no Lender shall have same documentation as the Multicurrency Revolving Facility (other than with respect to any obligation to increase its Revolving Credit Commitment upfront fees); and no Lender’s Revolving Credit Commitment NY\6127033.17 (v) the final maturity date of any Additional Term Loans (other than Additional Term A Loans) shall be increased without its written consent theretono earlier than the Maturity Date for the existing Term Loans, the Weighted Average Life to Maturity of any Additional Term Loans (other than Additional Term A Loans) shall be no shorter than the Weighted Average Life to Maturity for the existing Term Loans, and each Lender may at its option, unconditionally the terms of any Additional Term Loans shall be determined by the Borrower and without cause, decline to increase its Revolving Credit Commitment.the lenders of such Additional Term Loans;

Increase in Commitments. The Borrowers may from (a) Upon notice to the Administrative Agent, at any time to time, on any Business Day after the Effective Date and prior Closing Date, the Borrower may request Additional Term Commitments or Additional Revolving Credit Commitments; provided that (i) after giving effect to the Termination Date so long as no Default or Event of Default existsany such addition, increase the aggregate amount of the Additional Term Commitments and Additional Revolving Credit Commitments by that have been added pursuant to this Section 2.14 shall not exceed (A) in the Company delivering a Commitment Amount Increase Request at least five case of this Clause (5A), on and after the Tenth Amendment Effective Date, the greater of (i) Business Days $920,000,000 and (ii) 100% of Consolidated EBITDA of the Borrower Parties for the most recent Test Period for which financial statements have been (or are required to have been) furnished pursuant to Section 6.01 ended on or prior to the desired effective date of the incurrence of such increase Additional Term Commitments or Additional Revolving Credit Commitments, (the “Commitment Amount IncreaseGeneral Incremental Availability”), plus (B) identifying an additional Lender amounts to the extent that in the case of this clause (B) only the Senior Secured Net Leverage Ratio as of the last day of the most recently ended Test Period for which financial statements are internally available, after giving Pro Forma Effect to any such Additional Term Commitments or additional Additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the calculated as if such Additional Revolving Credit Commitments were fully drawn on the applicable test date), as applicable, shall not at any time exceed $850,000,000exceed, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of the closing date with respect thereto or, if the Borrower has made an LCT Election with respect thereto, on the LCT Test Date with respect thereto, 2.50:1.00 (such effectiveness or amounts, the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and “Ratio Incremental Availability”) (iiit being agreed that (I) the Borrowers shall not have terminated Borrower may designate any portion of the such Additional Term Commitments and Additional Revolving Credit Commitments as being incurred pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein General Incremental Availability or Ratio Incremental Availability in this sole discretion, and (II) so long as the all-in yield did not require a change to the contrary, no Lender shall have any obligation interest rate margins pursuant to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.clause (vi)

Increase in Commitments. The Borrowers may (a) Any Borrower shall have the right, at any time and from time to time, on any Business Day time after the Effective Closing Date by written notice to and prior in consultation with the Administrative Agent, to request an increase in the Aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, the aggregate of all Commitment Increases effected after the Closing Date shall not exceed $150,000,000, and (iii) no existing Lender shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by a Borrower unless it agrees in its sole discretion to do so. (b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent and the Swingline Lender shall not be unreasonably withheld, conditioned or delayed) and Swiss Holdings and each Additional Lender shall execute a joinder agreement together with all such other documentation as the Administrative Agent and Swiss Holdings may reasonably require, all in form and substance reasonably satisfactory to the Termination Date so long Administrative Agent and Swiss Holdings, to evidence the Commitment of such Additional Lender and its status as no Default or Event of Default existsa Lender hereunder. (c) If the Aggregate Commitments are increased in accordance with this Section, increase the aggregate amount of Administrative Agent and Swiss Holdings shall determine the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”Increase Date,” which shall be a Business Day not fewer than thirty (30) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)days prior to the Commitment Termination Date) and the final amount and allocation of its Revolving such increase. The Administrative Agent shall promptly notify Swiss Holdings and the Lenders of the final amount and allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase. (or additional amount of its Revolving Credit Commitment(s)); providedd) Notwithstanding anything set forth in this Section 2.19 to the contrary, however, that no increase in the Aggregate Commitments pursuant to this Section 2.19 shall be effective unless: (i) The Administrative Agent shall have received the aggregate amount following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Revolving Commitment Increase, and as to each Additional Lender, a duly executed joinder agreement together with all other documentation required by the Administrative Agent pursuant to Section 2.19(b); (B) an instrument, duly executed by each Credit Commitments shall not at any time exceed $850,000,000Party, acknowledging and reaffirming its obligations under this Agreement and the other Credit Documents; (iiC) any increase a certificate of the aggregate amount secretary or an assistant secretary or other appropriate officer of each Credit Party, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Credit Party approving or consenting to such Commitment Increase; (D) a certificate of a Financial Officer of Swiss Holdings, certifying that (y) as of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the Commitment Increase Date, all representations and warranties set forth of the Credit Parties contained in Section 7 this Agreement and in the other Loan Credit Documents shall be qualified as to materiality are true and remain correct and those not so qualified are true and correct in all material respects on respects, both immediately before and after giving effect to the effective date of such increase Commitment Increase and any Borrowings in connection therewith (where not already qualified by materiality, otherwise in all respects), except to the extent the same any such representation or warranty is expressly relate stated to an earlier have been made as of a specific date, in which case they shall be such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (where if not already qualified by materialityso qualified), otherwise in all respects) each case as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers), and the Administrative Agent. Upon the effectiveness thereof(z) no Default or Event of Default has occurred and is continuing, Schedule 1 shall be deemed amended to reflect the increase both immediately before and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender Commitment Increase (including any Borrowings in connection therewith and the Lenders providing application of the proceeds thereof); and (ii) In the case of any Loan in connection with such Commitment Increase, the conditions precedent set forth in Section 3.2 shall have been satisfied. To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Commitments, on the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that Increase Date, (i) either no Eurocurrency all then outstanding LIBOR Loans (the “Initial Loans”) shall automatically be outstanding on converted into Base Rate Loans, (ii) immediately after the date effectiveness of the Commitment Increase, the applicable Borrowers shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.10, (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s Ratable Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such effectiveness or funds equal to the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from difference, if positive, between (y) such Lender’s Ratable Share (calculated without giving effect to the repayment Commitment Increase) of its the Initial Loans and (iiz) such Lender’s Ratable Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Borrowers Lenders shall not have terminated any portion of be deemed to hold the Revolving Credit Subsequent Borrowings ratably in accordance with their respective Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein (calculated after giving effect to the contraryCommitment Increase), no Lender (vi) each applicable Borrower shall have any obligation pay all accrued but unpaid interest on the Initial Loans to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent the Lenders entitled thereto, and each Lender may at its option, unconditionally and without cause, decline (vii) Schedule 1.1(a) shall automatically be amended to increase its Revolving Credit Commitmentreflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by the applicable Borrowers pursuant to the provisions of Section 2.17 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. The Borrowers may from (a) At any time to time, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default Business Day immediately preceding the Maturity Date, the Borrowers may effectuate one or Event of Default exists, increase more increases in the aggregate amount US Commitments and/or Canadian Commitments or add one or more new term loan facilities hereunder (each such increase or new term loan facility being a “Commitment Increase”), by designating either one or more of the Revolving Credit Commitments by existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees that at the Company delivering time agree, in the case of any such Eligible Assignee that is an existing Lender to increase its US Commitment and/or its US Commitment or provide a Commitment Amount Increase Request at least five new term loan commitment as such Lender shall so select (5) Business Days prior to the desired effective date of such increase (the an “Commitment Amount IncreaseIncreasing Lender”) identifying and, in the case of any other Eligible Assignee that is not an additional existing Lender (or additional Revolving Credit Commitments for existing Lender(san “Additional Lender”)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)), to become a party to this Agreement as a Lender; provided, however, that that: (i) each such Commitment Increase shall be equal to at least $5,000,000; (ii) the aggregate amount of the Revolving Credit Commitments all such Commitment Increases shall not at any time exceed $850,000,000, 50,000,000; (iiiii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and all such Commitment Increases in the other Loan Documents form of one or more term loan facilities shall be not exceed $25,000,000; (iv) no Default shall exist immediately prior to and remain true after giving effect to any such Commitment Increase; (v) with respect to any Commitment Increase in the form of one or more term loan facilities, after giving pro forma effect to any such new additional term loans under a new term loan facility (and correct in all material respects any Advances hereunder made on the effective date of such increase (where not already qualified by materiality, otherwise in all respectsterm loan facilities), except the Leverage Ratio shall be no greater than 2.00 to 1.00; (vi) no Lender shall be required or otherwise obligated to provide any Commitment Increase or any portion thereof; (vii) the scheduled maturity date of any new term loan facility shall be no earlier than the Maturity Date and no other scheduled amortization prepayments shall be required thereunder other than those that apply to the extent existing Facilities; and (viii) each such Commitment Increase shall have the same expressly relate terms as the existing Facilities other than (A) original issue discounts, if any, upfront fees, and customary arrangement, structuring, or underwriting fees, if any, payable to one or more arrangers (or their affiliates) of any such Commitment Increase and (B) operational and structural terms reasonably acceptable to the Borrowers, such Increasing Lenders and the applicable Administrative Agent as may be necessary to implement such Commitment Increases in the form of a new term loan facility. The US Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.17 to the US Administrative Agent and the Lenders. This Section 2.17 shall not be construed to create any obligation on the US Administrative Agent or any of the Lenders to advance or to commit to advance any credit to any Borrower or to arrange for any other Person to advance or to commit to advance any credit to any Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each of following conditions shall have been satisfied: (i) the receipt by the US Administrative Agent of (A) an earlier dateagreement in form and substance reasonably satisfactory to the US Administrative Agent signed by the Borrowers, each Increasing Lender and/or each Additional Lender, setting forth the Commitments, if any, of each such Increasing Lender and/or Additional Lender and, if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, if any of the terms of such Commitment Increase differs from the Canadian Facility or the US Facility, as applicable, (B) an amendment to this Agreement signed by the Borrowers, the Administrative Agents and such Increasing Lenders and Additional Lenders, as applicable, to amend the necessary provisions of this Article 2 to account for the terms of such Commitment Increase, and (C) such evidence of appropriate authorization on the part of the Borrowers with respect to such Commitment Increase and such customary legal opinions as the US Administrative Agent may reasonably request, (ii) in the case of any Commitment Increase in respect of the US Commitments, the funding by each Increasing Lender and Additional Lender of the US Advances to be made by each such Lender to effect the reallocations required in clause (c) below, (iii) in the case of any Commitment Increase in respect of the Canadian Commitments, the funding by each Increasing Lender and Additional Lender of the Canadian Advances to be made on the Increase Date, if any, in which case they shall be the amount of such Lender’s increased Canadian Commitment, (iv) receipt by the US Administrative Agent of a certificate of an authorized officer of the US Borrower certifying that (A) both before and after giving effect to such Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the Borrowers in this Agreement are true and correct in all material respects (where except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materialitymateriality in the text thereof), otherwise unless such representation or warranty relates to an earlier date which remains true and correct in all respects) material respects as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make except that such assignments (which assignments materiality qualifier shall not be subject applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), and (C) the Parent is in pro forma compliance with the covenants in Section 6.16, after giving pro forma effect to the requirements set forth making of any Advances in connection with the relevant increase in the US Commitment or Canadian Commitment, or any such new additional term loans under a new term loan facility, and (v) receipt by the Increasing Lender or Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the applicable Borrower. (c) On any Increased Date on which there is a Commitment Increase in the Canadian Commitments pursuant to Section 14.112.17, (i) each of the Canadian Facility Lenders shall assign to each of the Increasing Lenders with regard to such Commitment Increase, and each of such Increasing Lender shall purchase from each of the Canadian Facility Lenders, at the principal amount thereof, such interests in the Canadian Advances outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so on such Increased Date as shall be necessary in order that, after giving effect to all such assignmentsassignments and purchases, each Lender (including such Canadian Advances will be held by existing Canadian Facility Lenders and the Increasing Lenders providing ratably in accordance with their Canadian Commitments after giving effect to the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date addition of such effectiveness or Commitment Increase in the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and Canadian Commitments, (ii) each Commitment Increase in the Borrowers Canadian Commitments shall be deemed for all purposes a Canadian Commitment and each Canadian Advance made thereunder shall be deemed, for all purposes, a Canadian Advance and (iii) each Increasing Lender shall become a Canadian Facility Lender with respect to the Commitment Increase and all matters relating thereto. The Canadian Administrative Agent and the Canadian Facility Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.4 of this Agreement shall not have terminated any portion of apply to the Revolving Credit Commitments transactions effected pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increaseimmediately preceding sentence. Notwithstanding anything any provision contained herein to the contrary, no from and after the date of such Commitment Increase, all calculations and payments of interest on the Canadian Advances shall take into account the actual Canadian Commitment of each Canadian Facility Lender and the principal amount outstanding of each Canadian Advance made by such Lender during the relevant period of time. (d) On any Increase Date on which there is a Commitment Increase in the US Commitments pursuant to Section 2.17, (i) each of the US Facility Lenders shall have any obligation assign to increase its Revolving Credit each of the Increasing Lenders with regard to such Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent theretoIncrease, and each of such Increasing Lender may shall purchase from each of the US Facility Lenders, at the principal amount thereof, such interests in the US Advances outstanding on such Increased Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such US Advances will be held by existing US Facility Lenders and the Increasing Lenders ratably in accordance with their US Commitments after giving effect to the addition of such Commitment Increase in the US Commitments, (ii) each Commitment Increase in the US Commitments shall be deemed for all purposes a US Commitment and each US Advance made thereunder shall be deemed, for all purposes, a US Advance and (iii) each Increasing Lender shall become a US Facility Lender with respect to the Commitment Increase and all matters relating thereto. The US Administrative Agent and the US Facility Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.4 of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Notwithstanding any provision contained herein to the contrary, from and after the date of such Commitment Increase, all calculations and payments of interest on the US Advances shall take into account the actual US Commitment of each US Facility Lender and the principal amount outstanding of each US Advance made by such Lender during the relevant period of time. (e) On such Increase Date if such Commitment Increase involves an increase in the aggregate US Commitments, each US Facility Lender’s share of the Letter of Credit Exposure and participations in respect of Swing Line Advances on such date shall automatically be deemed to equal such Lender’s US Pro Rata Share of such Letter of Credit Obligations and participations in respect of Swing Line Advances (such US Pro Rata Share for such Lender to be determined as of the Increase Date in accordance with its option, unconditionally and US Commitment on such date as a percentage of the aggregate US Commitments on such date) without cause, decline to increase its Revolving Credit Commitmentfurther action by any party.

Increase in Commitments. (a) The Borrowers Borrower may from time to time, on any Business Day after the Effective Date and prior by written notice to the Termination Date so long as no Default or Event of Default exists, Administrative Agent elect to seek (x) commitments (“Additional Revolving Credit Commitments”) to increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five and/or (5y) Business Days prior to the desired effective date of such increase commitments (the “Commitment Amount IncreaseAdditional Term Commitments”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and to increase the aggregate principal amount of its Revolving Credit Commitment (any existing Class of Term Loans or additional amount to establish one or more new Classes of its Revolving Credit Commitment(s))Term Loans; provided, however, that provided that: (i) the aggregate amount of all Additional Commitments shall not exceed the sum of (A)(x) $75,000,000 less (y) the aggregate principal amount of Junior Lien Indebtedness incurred under Section 7.02(b)(ii) less (z) the aggregate principal amount of Incremental Notes incurred under Section 7.02(v)(A) (the amount in this clause (A), the “Incremental Dollar Basket”), plus (B) all voluntary prepayments of Term Loans and voluntary commitment reductions of Revolving Credit Commitments shall prior to or simultaneous with the Additional Commitments Effective Date (excluding voluntary prepayments of Additional Term Loans and voluntary commitment reductions of Additional Revolving Credit Commitments, to the extent such Additional Term Loans and Additional Revolving Credit Commitments were obtained pursuant to clause (C) below), plus (C) after utilization of the amounts available pursuant to clauses (A) and (B) above, additional amounts so long as the Consolidated First Lien Net Leverage Ratio and the Consolidated Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements are internally available, as if any Additional Term Loans or Additional Revolving Credit Commitments, as applicable, available under such Additional Commitments had been outstanding on the last day of such period, and, in each case (x) with respect to any Additional Revolving Credit Commitment, assuming a borrowing of the maximum amount of Loans available thereunder, and (y) excluding the cash proceeds of any Loans pursuant to such Additional Commitments, do not at any time exceed $850,000,0003.75:1.00 and 6.50:1.00, respectively (this clause (C), the “Incremental Ratio Exception”); (ii) any such increase of the aggregate amount of the Revolving Credit Commitments or any new Class shall be in an aggregate amount not of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $25,000,000 and 10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i); (iii) the final maturity date of any Additional Term Loans shall be no earlier than the Latest Maturity Date; (iv) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the then remaining Weighted Average Life to Maturity of each Class of Term Loans outstanding prior to such proposed incurrence of Additional Term Loans (the “Outstanding Term Loans”); (v) the Applicable Rate with respect to any Additional Term Loans shall be determined by the Borrower and the lenders of the Additional Term Loans; provided that with respect to any Additional Term Loans incurred prior to the second anniversary of the Initial Funding Date, (x) in the event that the Applicable Rate for any such Additional Term Loans is greater than the Applicable Rate for the Term B Loans by more than 50 basis points, then the Applicable Rate for the Term B Loans shall be increased to the extent necessary so that the Applicable Rate for the Additional Term Loans is not more than 50 basis points higher than the Applicable Rate for the Term B Loans; provided, further, that, in determining the Applicable Rate with respect to Additional Term Loans or the applicable Class of Outstanding Term Loans pursuant to this clause (v), (A) original issue discount (“OID”) or upfront or similar fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the lenders providing such Additional Term Loans or such Outstanding Term Loans in the primary syndication thereof (with OID being equated to interest based on an assumed four-year life to maturity) shall be included and (B) customary arrangement or commitment fees payable to any lead arranger (or its affiliates) in connection with the Additional Term Loans or Outstanding Term Loans shall be excluded, and (y) if any Eurodollar Rate “floor” or Base Rate “floor” applicable to any Additional Term Loans exceeds the Eurodollar Rate “floor” or Base Rate “floor” applicable to the Outstanding Term Loans, the Eurodollar Rate “floor” or Base Rate applicable to the Term B Loans shall be increased so that the applicable “floor” is the same; (vi) no existing Lender shall be required to provide any Additional Commitments; (vii) subject to clause (iv), the amortization schedule applicable to the Additional Term Commitments shall be determined by the Borrower and the lenders thereof; (viii) the Additional Term Loans shall rank pari passu in right of payment and security with the existing Loans; and (ix) the Additional Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Borrower and the lenders of the Additional Term Loans so long as such Additional Term Loans do not participate on a greater than pro rata basis in any such mandatory prepayments as compared to Term B Loans. (b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to the Additional Commitments (and assuming full utilization thereof), (i) the representations and warranties set forth contained in Section 7 Article V and in the other Loan Documents shall be and remain are true and correct in all material respects on and as of the effective date of such increase (where not already qualified by materiality, otherwise in all respects)Additional Commitments Effective Date, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and except that for purposes of this Section 2.16(b), the Administrative Agent. Upon the effectiveness thereof, Schedule 1 representations and warranties contained in Section 5.05(a) shall be deemed amended to reflect refer to the increase most recent financial statements furnished pursuant to subsection (a) of Section 6.01 and the new Lender(s(ii) (orno Default or Event of Default exists. On each Additional Commitments Effective Date with respect to any Additional Term Commitment, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders each Person with an Additional Term Commitment shall make such assignments (which assignments shall not be subject an Additional Term Loan to the requirements set forth Borrower in a principal amount equal to such Person’s Additional Term Commitment. The Borrower shall prepay any Revolving Credit Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Revolving Credit Commitment (and pay any additional amounts required pursuant to Section 14.113.05) of to the extent necessary to keep the outstanding Revolving Credit Loans and L/C Obligations to ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments. If there is a new Borrowing of Revolving Credit Commitments on such Additional Commitments Effective Date, the Revolving Credit Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender Additional Revolving Credit Commitments shall make such Revolving Credit Loans in accordance with Section 2.01(b). (including c) Any other terms of and documentation entered into in respect of any Additional Term Commitments shall be on terms and pursuant to documentation agreed between the Borrower and the Lenders providing such Additional Term Commitments (including with respect to voluntary and mandatory prepayments), other than as contemplated by Section 2.16(a)(iii), (iv), (v), (vii), (viii) or (ix) above; provided that to the Commitment Amount Increaseextent such other terms and documentation in respect of any Additional Term Loans are not consistent with those of the Term B Loans (except to the extent permitted by Section 2.16(a)(iii), (iv), (v), (vii), (viii) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It or (ix) above) they shall be a condition reasonably satisfactory to the Administrative Agent. (d) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Additional Commitments (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such effectiveness that (i) either no Eurocurrency Loans amendments to this Agreement and the other Loan Documents as may be outstanding on necessary or appropriate, in the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses opinion of the Administrative Agent relating and the Borrower, to effect the provisions of this Section 2.16. (e) This Section 2.16 shall supersede any Commitment Amount Increase. Notwithstanding anything herein provisions in Section 2.13 or Section 11.01 to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. (i) The Borrowers may Borrower shall have the option, without the consent of the Lenders, from time to timetime to cause one or more increases in the Aggregate Commitments by adding, on any Business Day after subject to the Effective Date prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the Termination Date so long as increase, no Default or Event of Default existsshall have occurred hereunder and be continuing, (B) no such increase shall cause the aggregate amount of Aggregate Commitments to exceed $2,000,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, and (D) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Revolving Credit Commitments Administrative Agent and executed by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to Borrower, the desired Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall indicate the amount and allocation of such increase in the Aggregate Commitments and the effective date of such increase (the “Commitment Amount IncreaseIncrease Effective Date”) identifying an additional ). Each financial institution that becomes a New Lender (or additional Revolving Credit Commitments for existing Lender(s)) pursuant to this Section by the execution and delivery to the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount Administrative Agent of the Revolving Credit applicable commitment increase agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments shall not at any time exceed $850,000,000, under this Section. (ii) any As a condition precedent to each increase pursuant to subsection (c)(i) above, the Borrower shall deliver to the Administrative Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate dated as of the aggregate amount Increase Effective Date, signed by a Responsible Officer of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) Borrower certifying that each of the conditions to such increase set forth in this Section 2.01(c) shall have occurred and been complied with and that, before and after giving effect to such increase, (1) the representations and warranties set forth (other than Added L/C Representations) contained in Section 7 this Agreement and in the other Loan Documents shall be and remain are true and correct in all material respects on and as of the effective date of Increase Effective Date after giving effect to such increase (where not already qualified by materiality, otherwise in all respects)increase, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be were true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date , and (2) no Default or Event of any Commitment Amount Increase shall be agreed upon Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to the Borrower, relating to such increase agreement, addressed to the Administrative Agent and each Lender if requested by the CompanyAdministrative Agent or such Lenders. (iii) The Borrower shall have the option, on behalf of the Borrowers, and by agreement with any Lender to (A) after consultation with the Administrative Agent. Upon , cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) increase or decrease the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) Letter of the outstanding Loans and L/C Obligations to the Lenders providing the Credit Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentas an Issuing Bank.

Increase in Commitments. The Borrowers may Prior to the Maturity Date and upon at least 45 days’ prior written notice to the Administrative Agent (which notice shall be promptly transmitted by the Administrative Agent to each Lender), the Borrower shall have the revocable right, from time to time, on any Business Day after time during the Effective Date term of this Agreement and prior subject to the Termination Date so long as terms and conditions set forth below, to increase the aggregate amount of the Aggregate Commitments; provided that (a) no Default or Event of Default existsshall exist at the time of the request or the proposed increase in the Aggregate Commitments, (b) any such increase the aggregate must be in a minimum amount of $25,000,000 and in integral multiples of $5,000,000 above such amount, (c) the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior sum of any increases to the desired effective date Commitment during the term of this Agreement shall not exceed FIVE HUNDRED MILLION DOLLARS ($500,000,000), (d) no individual Lender’s Commitment may be increased without such Lender’s written consent, (e) the Borrower shall execute and deliver such Note(s) as are necessary to reflect the increase in the respective Commitments, (f) Schedule 1.1 shall be amended to reflect the “Commitment Amount Increase”revised Commitments and revised Applicable Percentages of the Lenders and (g) identifying if any Loans are outstanding at the time of an additional Lender increase in the Aggregate Commitments, the Borrower will prepay (or additional Revolving Credit Commitments for existing Lender(s)) and the provided that any such prepayment shall not be subject to any minimum amount of its Revolving Credit Commitment (prepayment or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments requirements regarding pro rata repayments but shall be subject to Section 3.5) one or more existing Loans in an amount necessary such that after giving effect to the increase in the Aggregate Commitments each Lender will hold its pro rata share (based on its share of the revised Aggregate Commitments) of outstanding Loans. Any such increase in the Aggregate Commitments shall apply, at the option of the Borrower, to (x) the Commitment of one or more existing Lenders; provided that any Lender whose Commitment is being increased must consent in writing thereto and if more than one Lender wishes to participate then such increase shall be allocated pro rata among such Lenders (based on the amount that each such Lender was willing to increase its Commitment) and/or (y) a new Commitment for one or more institutions that is not less than an existing Lender so long as such institution (A) conforms to the definition of Eligible Assignee, (B) is approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed), (C) receives a Commitment of at least $25,000,000 5,000,000 and (iiiD) each becomes a Lender under this Agreement by execution and delivery of the representations and warranties set forth an appropriate joinder agreement or of counterparts to this Agreement in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except a manner acceptable to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 This Section shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth supersede any provisions in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness 2.13 or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein 10.6 to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers may from time to Borrower may, at any time, on any Business Day after the Effective Date and upon prior written notice to the Termination Date so long Administrative Agent, institute the Incremental Term Loan; provided that (a) the Borrower (in consultation with the Syndication Agents) shall obtain commitments for the amount of the increase from existing Lenders or other Persons acceptable to the Syndication Agents and the Administrative Agent, which Lenders shall join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent and the Syndication Agents. Except as expressly set forth in this Section 2.14, the terms of any Incremental Term Loan shall be substantially the same as the Committed Loans made pursuant to Section 2.01(a). No existing Lender shall be under any obligation to incur an Incremental Term Loan Commitment and any such decision shall be in such Lender’s sole and absolute discretion; (b) any such institution of the Incremental Term Loan shall be in a minimum aggregate principal amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof; (c) no Default or Event of Default existsshall exist and be continuing at the time of such institution; (d) the Applicable Rate of each Incremental Term Loan shall be as set forth in the Incremental Term Loan Joinder Agreement, increase provided that the aggregate amount Applicable Rate for the Incremental Term Loan shall not be more than 25 basis points (0.25%) more than the Applicable Rate of any Loan; (e) the Incremental Term Loan Maturity Date shall be as set forth in the Incremental Term Loan Joinder Agreement, provided that such date shall not be earlier than the Maturity Date; (f) the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Joinder Agreement; provided that the weighted average life of the Revolving Credit Commitments by Incremental Term Loan shall not be less than the Company delivering weighted average life to maturity of the Loan in effect as of the Closing Date; (g) Schedule 2.01 shall be deemed revised to reflect the commitments and commitment percentages of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Joinder Agreement; (h) as a Commitment Amount Increase Request at least five (5) Business Days prior condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Lender Joinder Agreement, the Borrower shall deliver to the desired effective Administrative Agent and the Syndication Agents a certificate dated as of the date of such increase institution and effectiveness (the “Commitment Amount Increase”in sufficient copies for each Lender) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that signed by a Responsible Officer (i) certifying and attaching the aggregate amount of resolutions adopted by Borrower approving or consenting to the Revolving Credit Commitments shall not at any time exceed $850,000,000Incremental Term Loan, (ii) any increase of certifying that, before and after giving effect to the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and Incremental Term Loan, (iiix) each of the representations and warranties set forth contained in Section 7 Article V and in the other Loan Documents shall be and remain are true and correct in all material respects on and as of the effective date of such increase (where not already qualified by materiality, otherwise in all respects)increase, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and except that for purposes of this Section 2.14, the Administrative Agent. Upon the effectiveness thereof, Schedule 1 representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject refer to the requirements most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (y) the Borrower is in compliance with the financial covenant set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that7.08, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (iiz) the Borrowers shall not have terminated any portion no Default or Event of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent theretoDefault exists, and each Lender may at its option, unconditionally (iii) certifying and without cause, decline to increase its Revolving Credit Commitmentattaching the calculations used in the determination of subsection (ii)(y) and (z).

Increase in Commitments. The Borrowers may (a) After the Closing Date but prior to the Maturity Date, the Borrower shall have the right to request from time to time, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit time additional Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount IncreaseAdditional Commitments”) identifying in an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount not to exceed $100,000,000, each which request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent setting forth whether the Additional Commitments are Term Loan Commitments, Revolving Commitments or both, and if both, the allocation of the Additional Commitments between Term Loan Commitments and Revolving Credit Commitments, and such other details with respect thereto as are reasonably requested by the Administrative Agent. Each request for Additional Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit request Additional Commitments shall be in an amount not less than $25,000,000 (or such lesser amount approved by the Administrative Agent). Upon receipt of such request, the Administrative Agent shall notify the existing Lenders of the requested Additional Commitments and offer each such Lender an opportunity to participate at its sole discretion in the Additional Commitments. Any existing Lender that does not agree (in its sole discretion) to provide a portion of the proposed Additional Commitments within 10 days after receipt from the Administrative Agent of such notice shall be deemed to have declined participation in any amount of such proposed Additional Commitments. Notwithstanding any existing Lender’s rejection of any portion of the proposed Additional Commitments, each existing Lender shall remain a Lender hereunder, subject to the terms and conditions hereof. In addition, the Borrower and the Administrative Agent may offer to additional proposed Lenders that qualify as Eligible Assignees (including any required consent of the Administrative Agent, the Swingline Lender and/or the Issuing Bank, such consent not to be unreasonably withheld) the opportunity to accept all or a portion of the amount of the proposed Additional Commitments. The allocation of the Additional Commitments among the Lenders and Eligible Assignees who agree to accept any portion thereof shall be made by the Borrower, in consultation with the Administrative Agent. Upon the effectiveness of the Additional Commitments, (i) each Eligible Assignee (that is not an existing Lender) which has been allocated any portion of the Additional Commitments shall execute an accession agreement to this Agreement, (ii) the Commitments of the existing Lenders which have been allocated any portion of the Additional Commitments shall be increased by such amount, (iii) the Pro Rata Percentages of the Lenders (including the Eligible Assignees as the new Lenders) shall be adjusted to reflect such allocations, (iv) if applicable, and subject to the payment of applicable amounts pursuant to Section 2.18 in connection therewith, the Borrower shall be deemed to have made such borrowings and repayments of the Revolving Loans, and the Lenders shall make such adjustments of outstanding Revolving Loans between and among them, as shall be necessary to effect the reallocation of the Revolving Commitments such that, after giving effect thereto, the Revolving Loans shall be held by the Lenders (including the Eligible Assignees as the new Lenders) ratably in accordance with their Revolving Commitments, (v) each Lender and Eligible Assignee participating in any Additional Commitment that is allocated in whole or in part to the Term Loan Commitments severally agrees to fund to the Borrower as a single advance the portion of such Additional Commitment that the Borrower has allocated to it pursuant to the immediately preceding sentence and (iiivi) other changes shall be made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which Lenders (including the Eligible Assignees as the new Lenders) have agreed to increase their respective Revolving Commitments or make new Revolving Commitments in response to the Borrower’s request for an increase in the aggregate Commitments pursuant to this Section 2.24 and which other changes do not adversely affect the rights of those Lenders who do not elect to increase their respective Commitments, in each case without the consent of the Lenders other than those Lenders increasing their Commitments. (b) Notwithstanding the foregoing, an increase in the aggregate amount of the Commitments pursuant to Section 2.24(a) shall be effective only if (i) no Default or Event of Default shall have occurred and be continuing on the date such increase is to become effective; (ii) each of the representations and warranties set forth made by the Borrower in Section 7 this Agreement and in the other Loan Documents shall be and remain true and correct in all material respects on and as of the effective date of the Additional Commitment Notice and the date such increase (where not already qualified by materiality, otherwise in all respects), except is to the extent become effective with the same expressly relate to an earlier date, in which case they shall be true force and correct in all material respects (where not already qualified by materiality, otherwise in all respects) effect as if made on and as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicableany such representation or warrant is expressly stated to have been made as of a specific date, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date as of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans specific date); and (iiiii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentauthorization of such increase.

Increase in Commitments. The Borrowers may (a) Platinum Holdings shall have the right, at any time and from time to time, on any Business Day time after the Restatement Effective Date by written notice to and prior in consultation with the Administrative Agent, to request an increase in the Total Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, and “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the Total Commitments shall not exceed $550,000,000 and (z) the aggregate of all Commitment Increases effected after the Restatement Effective Date shall not exceed $150,000,000, (iii) such increase shall either be an increase of the Tranche 1 Commitments and/or the Tranche 2 Commitments and (iv) no existing Lender shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by Platinum Holdings unless it agrees in its sole discretion to do so. (b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent shall not be unreasonably withheld or delayed) and Platinum Holdings and each Additional Lender shall execute a joinder agreement together with all such other documentation as the Administrative Agent and Platinum Holdings may reasonably require, all in form and substance reasonably satisfactory to the Termination Date so long Administrative Agent and Platinum Holdings, to evidence the Commitment of such Additional Lender and its status as no Default or Event of Default existsa Lender hereunder. (c) If the Total Commitments are increased in accordance with this Section, increase the aggregate amount of Administrative Agent and Platinum Holdings shall determine the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”Increase Date,” which shall be a Business Day not less than thirty (30) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)days prior to the Commitment Termination Date) and the amount final allocation of its Revolving such increase. The Administrative Agent shall promptly notify Platinum Holdings and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase. (or additional amount of its Revolving Credit Commitment(s)); providedd) Notwithstanding anything set forth in this Section 2.19 to the contrary, however, that no increase in the Total Commitments pursuant to this Section 2.19 shall be effective unless: (i) The Administrative Agent shall have received the aggregate amount following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Revolving Commitment Increase, and as to each Additional Lender, a duly executed joinder agreement together with all other documentation required by the Administrative Agent pursuant to Section 2.19(b); (B) an instrument, duly executed by each Credit Commitments shall not at any time exceed $850,000,000Party, (ii) any increase acknowledging and reaffirming its obligations under this Agreement, the Security Documents and the other Credit Documents to which it is a party and the validity and continued effect of the aggregate amount Liens granted in favor of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and Administrative Agent thereunder; (iiiC) each a certificate of the secretary or an assistant secretary of each Credit Party, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Credit Party approving or consenting to such Commitment Increase; (D) a certificate of a Financial Officer of Platinum Holdings, certifying that (y) as of the Commitment Increase Date, all representations and warranties set forth of the Credit Parties contained in Section 7 this Agreement and in the other Loan Credit Documents shall be qualified as to materiality are true and remain correct and those not so qualified are true and correct in all material respects on respects, both immediately before and after giving effect to the effective date Commitment Increase and any Borrowings or Letters of such increase Credit issued in connection therewith (where not already qualified by materiality, otherwise in all respects), except to the extent the same any such representation or warranty is expressly relate stated to an earlier have been made as of a specific date, in which case they shall be such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (where if not already qualified by materialityso qualified), otherwise in all respects) each case as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers), and the Administrative Agent. Upon the effectiveness thereof(z) no Default or Event of Default has occurred and is continuing, Schedule 1 shall be deemed amended to reflect the increase both immediately before and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender Commitment Increase (including any Borrowings or Letters of Credit issued in connection therewith and the Lenders providing application of the proceeds thereof); and (ii) Each outstanding Syndicated Letter of Credit shall have been amended giving effect to the Commitment Amount Increase or, if required, returned by each respective beneficiary to the Administrative Agent and cancelled and/or exchanged for a new or amended Syndicated Letter of Credit giving effect to the Commitment Increase; and (iii) will hold Loans and L/C Obligations equal In the case of any Credit Extension in connection with such Commitment Increase, the conditions precedent set forth in Section 4.2 shall have been satisfied. To the extent necessary to its Percentage of all keep the outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that ratable in the event of any non-ratable increase in the aggregate Tranche 1 Commitments, on the Commitment Increase Date, (i) either no Eurocurrency all then outstanding LIBOR Loans (the “Initial Loans”) shall automatically be outstanding on converted into Base Rate Loans, (ii) immediately after the date effectiveness of the Commitment Increase, the applicable Borrowers shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.10, (iii) each Tranche 1 Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Tranche 1 Lender the portion of such effectiveness or funds equal to the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from difference, if positive, between (y) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated without giving effect to the repayment Commitment Increase) of its the Initial Loans and (iiz) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Borrowers Tranche 1 Lenders shall not have terminated any portion of be deemed to hold the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Subsequent Borrowings ratably in accordance with their respective Tranche 1 Commitment Amount Increase. Notwithstanding anything herein (calculated after giving effect to the contraryCommitment Increase), no Lender (vi) each applicable Borrower shall have any obligation pay all accrued but unpaid interest on the Initial Loans to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent the Tranche 1 Lenders entitled thereto, and each Lender may at its option, unconditionally and without cause, decline (vii) Schedule 1.1(a) shall automatically be amended to increase its Revolving Credit Commitmentreflect the Tranche 1 Commitments of all Tranche 1 Lenders after giving effect to the Commitment Increase. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by the applicable Borrowers pursuant to the provisions of Section 2.17 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. The Borrowers may from time to timeBorrower may, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default Date, with the written consent of the Administrative Agent, L/C Issuer and Swingline Bank (which consents shall not be unreasonably withheld or Event of Default existsdelayed), increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit D or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “"Commitment Amount Increase”") identifying an additional Lender Bank (or additional Revolving Credit Commitments for existing Lender(sBank(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); providedPROVIDED, howeverHOWEVER, that (i) any increase of the aggregate amount of the Revolving Credit Commitments shall not at any time exceed to an amount in excess of $850,000,000650,000,000 will require the approval of the Required Banks, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and 25,000,000, (iii) each no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase, (iv) all representations and warranties set forth contained in Section 7 and in the other Loan Documents 6 hereof shall be and remain true and correct in all material respects at the time of such request and on the effective date of such increase Commitment Amount Increase, and (where not already qualified by materiality, otherwise in all respects), except v) prior to the extent effectiveness of any Commitment Amount Increase, the same expressly relate to an earlier dateAdministrative Agent shall have received a copy, in which case they shall be true and correct in all material respects (where not already qualified certified by materialitythe secretary or assistant secretary of the Parent, otherwise in all respects) as of resolutions of the Parent's board of directors authorizing the amount of such earlier dateCommitment Amount Increase. The effective date of any the Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(sBank(s) (or, if applicable, existing Lender(sBank(s)) shall advance Revolving Loans, or the existing Lenders shall make Loans in an amount sufficient such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, that after giving effect to such assignments, its Loans each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to Bank shall have outstanding its Percentage of all outstanding Loans and L/C ObligationsLoans. It shall be a condition to such effectiveness that (i) either no if any Eurocurrency Loans be are outstanding on the date of such effectiveness or effectiveness, such Eurocurrency Loans shall be deemed to be prepaid on such date and the Borrowers Borrower shall pay any applicable breakage cost under amounts owing to the Banks pursuant to Section 3.6 incurred by any Lender resulting from the repayment of its Loans 1.12 hereof and (ii) the Borrowers Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 1.13 hereof. The Borrowers agree Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Promptly upon the effectiveness of any Commitment Amount Increase, the Borrower, if requested by any new Bank, shall execute and deliver new Notes to each requesting Bank. Notwithstanding anything herein to the contrary, no Lender Bank shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Bank's Commitment shall be increased without its written consent thereto, and each Lender Bank may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers may Borrower may, at its option, at any time and from time to time, on any Business Day after the Effective Date and time prior to the Termination Date so long as Date, increase the Total Commitments up to a maximum aggregate principal amount not to exceed $1,200,000,000 by requesting the existing Lenders or new lenders to commit to any such increase, provided that, (a) no Lender shall be required to commit to any such increase; (b) no such increase shall become effective unless at the time thereof and after giving effect thereto (i) no Default or Event of Default existsshall have occurred and be continuing, increase the aggregate amount (ii) each of the Revolving Credit representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects, except to the extent such representations and warranties expressly relate to an earlier time, in which case such representations and warranties were true and correct in all material respects as of such earlier time, provided, that, to the extent any such representation and warranty is already qualified by materiality or by reference to Material Adverse Effect, such representation shall be true and correct in all respects, and (iii) Administrative Agent shall have received a certificate from Borrower to the effect of (i) and (ii) of clause (b); and (c) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as Borrower and such lenders may agree. Such increase in the Commitments by shall become effective on the Company delivering a Commitment Amount Increase Request at least date (the “Increased Facility Closing Date”) specified in an activation notice delivered to Administrative Agent no less than five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and notice specifying the amount of its the increase and the effective date thereof. Each new lender that provides any part of such increase in the Commitments (a “New Lender”) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by Administrative Agent, on each Increased Facility Closing Date, Borrower shall borrow Revolving Credit Commitment (or additional Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of its Revolving Credit Commitment(s)); providedeach Type of Loan (and, howeverin the case of Eurodollar Loans, that of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the Revolving Credit Commitments preceding sentence shall not at any time exceed $850,000,000, (ii) any increase equal the rate then applicable to the Eurodollar Loans of the aggregate amount other Lenders in the same Eurodollar Tranche (or, until the expiration of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the then-current Interest Period, such other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) rate as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, between Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(srelevant Lender)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers may from (a) At any time to time, on any Business Day after the Effective Date and prior no more than two times during any calendar year, the Borrower may, by written notice to the Termination Date so long as no Default or Event of Default exists, increase the aggregate amount Agent (which shall promptly deliver a copy to each of the Revolving Credit Banks), request at any time or from time to time that the Total Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s))be increased; provided, however, provided that (i) the aggregate amount of the Revolving Credit Commitments each such increase pursuant to this Section shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and the aggregate amount of all such increases pursuant to this Section shall not exceed $250,000,000, (ii) each such request of the Borrower shall be deemed to be an offer to each Bank to increase its Commitment by its Applicable Percentage of the proposed increased amount, and (iii) each Bank, in its sole discretion, may either (A) agree to increase its Commitment by all or a portion of the representations and warranties offered amount or (B) decline to increase its Commitment. Any such notice shall set forth in Section 7 and the amount of the requested increase in the other Loan Documents shall be Total Commitments and remain true and correct in all material respects the date on the effective date of which such increase is requested to become effective. In the event that the Banks shall have agreed to increase their Commitments by an aggregate amount less than the increase in the Total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other financial institutions (where any such bank or other financial institution being called an “Augmenting Bank”), which may include any Bank, to extend Commitments or increase its existing Commitment in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Bank, if not already qualified by materialitya Bank hereunder, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements approval of the Agent (which approval shall not be unreasonably withheld or delayed). Increases to and new Commitments created pursuant to this paragraph (a) shall become effective upon the execution and delivery by the Borrower, the Agent and any Banks (including any Augmenting Banks) agreeing to increase their existing Commitments or extend new Commitments, as the case may be, of an agreement providing for such increased or additional Commitments (a “Commitment Increase Agreement”), subject to the satisfaction of any conditions set forth in Section 14.11) of such agreement. Notwithstanding the outstanding Loans and L/C Obligations to foregoing, no increase in the Lenders providing Total Commitments (or in the Commitment Amount Increase so thatof any Bank) shall become effective under this paragraph unless, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or increase, the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans conditions set forth in Sections 3.02 (c) and (iid) shall be satisfied (as though a Borrowing were being made on such date) and the Borrowers Agent shall not have terminated any portion received a certificate to that effect dated such date and executed by an authorized officer of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentBorrower.

Increase in Commitments. The (a) Notwithstanding anything to the contrary contained in this Agreement and provided all of the conditions set forth in Section 7.1(c) have been satisfied, upon notice to Agent (which shall promptly notify the Lenders and the Eligible Financial Institutions), Borrowers may from time to timemay, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default or Event of Default exists, increase the aggregate amount earlier of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) Maturity Date and the amount of its Term Loan Maturity Date, request on up to three occasions an increase in the Total Revolving Credit Commitment (or additional the Term Loan Amount by a minimum amount of its $15,000,000 on each occasion and not to exceed $50,000,000 in the aggregate (any such increase in the Term Loan Amount, an "Incremental Term Loan" and any such increase in the Revolving Credit Commitment(sCommitment an "Incremental Revolving Loan Commitment" and such loan an "Incremental Revolving Loan" and together with the Incremental Term Loan, each an "Incremental Loan")); provided, however, that provided that: (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective final maturity date of any Commitment Amount Increase Incremental Term Loan shall be agreed upon by no earlier than the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and Term Loan Maturity Date; (ii) the Borrowers Revolving Credit Maturity Date shall not be modified by the increase in the Revolving Credit Commitment with the Incremental Revolving Loan Commitment; (iii) the interest rate margins and, subject to clause (i) above, amortization with respect to any Incremental Term Loan, for any Incremental Loan shall be determined by the Borrowers and the Lenders under such Incremental Loan provided that if the interest rate margin in respect of any Incremental Loan exceeds the Applicable Margin for the Term Loan or the Revolving Loans, as applicable, then the Applicable Margin for Term Loan or the Revolving Loans, as applicable, shall be increased so that the interest rate margin in respect of such loan is equal to the interest rate margin for the Incremental Loan; and (iv) except as otherwise provided in this Section 2.3, the terms and conditions applicable to any Incremental Loan shall be generally consistent with the terms of the Term Loan, or Revolving Loan, as applicable, or as otherwise reasonably satisfactory to the Agent and the Borrower. (b) Each notice from Borrowers pursuant to this Section 2.3 shall set forth the requested amount and, subject to subsection (a) of this Section 2.3, proposed terms of the Incremental Loan, and (in consultation with Agent) shall specify the time period within which each Lender and each Eligible Financial Institution, is requested to respond (which shall in no event be less than fifteen (15) Business Days from the date of delivery of such notice to the Lenders and the Eligible Financial Institutions). No Lender shall be obligated to provide any Incremental Loan, unless it so agrees. Each Lender shall notify Agent within such time period whether or not it agrees to make the requested Incremental Loan, and, if so, whether by an amount equal to, greater than, or less than its current Applicable Commitment Percentage of such Incremental Loan. Any Lender not responding within such time period shall be deemed to have terminated any declined to increase its commitment. At such time, in accordance with Section 2.4, Borrowers and Agent may invite Eligible Financial Institutions to join this Agreement as Lenders hereunder for the portion of the Revolving Credit Commitments pursuant to Section 3.7 hereofIncremental Loan not taken by existing Lenders. The Agent shall notify Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender of the Lenders’ and Eligible Financial Institutions' responses to each request made hereunder. Agent and Borrowers shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase. (c) Incremental Term Loans shall become Term Loans under this Agreement, and Incremental Revolving Loans shall become Revolving Loans under this Agreement pursuant to an amendment (an "Incremental Loan Amendment") to this Agreement and, as appropriate, the other Transaction Documents. Subject to Section 13.2, the Incremental Loan Amendment may, without the consent of Lenders, effect such amendments to this Agreement and the other Transaction Documents as may at its optionbe necessary or appropriate, unconditionally in the reasonable opinion of the Agent and without causethe Borrower, decline to increase its Revolving Credit Commitmenteffect the provisions of this Section 2.3.

Increase in Commitments. The Borrowers may from time to timeBorrower shall have the right exercisable 5 times, on any upon at least 10 Business Day after the Effective Date and prior Days’ notice to the Termination Date so long as no Default or Event of Default existsAdministrative Agent and the Lenders, increase the aggregate amount of to request (i) increases in the Revolving Credit Commitments by or (ii) the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date making of such increase additional Term Loans (the “Commitment Amount IncreaseAdditional Term Loans”) identifying by up to $400,000,000 to a maximum aggregate amount not to exceed $1,600,000,000 (reduced to the extent Borrower has terminated or reduced the Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such new lender if it is not an additional Lender (Eligible Assignee) or additional obtaining the agreement, which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to increase its or their Revolving Credit Commitments for existing Lender(s)) and or to make Additional Term Loans. Each such increase in the Commitments or the making of Additional Term Loans must be an aggregate minimum amount of its $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Credit Commitment (Commitments or additional amount the making of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) Additional Term Loans or a combination thereof. Effecting any increase of the aggregate amount Revolving Commitments or the making of Additional Term Loans under this Section is subject to the Revolving Credit Commitments following conditions precedent: (x) no Default or Unmatured Default has occurred, is then continuing or shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects existence on the effective date of such increase of Revolving Commitments or making of Additional Term Loans, (where not already qualified by materiality, otherwise y) the representations and warranties (subject in all respects)cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the extent the same expressly any such representation or warranty is stated to relate solely to an earlier date, date (in which case they such representation or warranty shall be have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents, and (z) the Administrative Agent shall have received an Amendment Regarding Increase by the Borrower, the Administrative Agent and the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. The In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the effective date of any Commitment Amount Increase such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed upon to by the Company, on behalf of the Borrowers, such institutions and the Administrative AgentBorrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. Upon In addition, the effectiveness thereofSubsidiary Guarantors, Schedule 1 if any, shall be deemed amended execute a consent to reflect such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the increase and Subsidiary Guaranty. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the new Lender(sdate it becomes a Revolving Lender hereunder (or in the case of an existing Revolving Lender, increases its Revolving Commitment) (or, if applicable, existing Lender(s)and as a condition thereto) shall advance purchase from the other Revolving Loans, or the existing Lenders shall make such assignments its Revolving Percentage (which assignments shall not be subject determined with respect to the requirements set forth in Section 14.11) of the outstanding Loans Revolving Lenders’ respective Revolving Commitments and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such assignmentsother Revolving Lenders, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations in same day funds, an amount equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (iiA) the Borrowers shall not have terminated any portion of the outstanding principal amount of such Revolving Credit Commitments pursuant Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 3.7 hereof2A.6(b) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers Lenders agree to pay cooperate in any reasonable expenses required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to aggregate Commitments and Term Loans exceed $1,600,000,000 without the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentapproval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. The Borrowers may request an increase in Revolver Commitments, Capital Expenditure Loan Commitments and Term Loan Commitments from time to timetime upon notice to Agent, as long as (a) the requested increase is in a minimum amount equal to the lesser of (i) $10,000,000, or (ii) the balance of the amount available under clause (b), and is offered on any Business Day after the Effective Date same terms as existing Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, except for fees which shall be determined by the Borrowers and the applicable Lenders, (b) increases under this Section do not exceed $100,000,000 in the aggregate, (c) no reduction in Commitments pursuant to Section 2.1.4 has occurred prior to the Termination Date so long as requested increase, (d) the requested increase does not cause the Commitments and Term Loans to exceed 90% of any applicable cap under any Subordinated Debt agreement, (e) no Default or Event of Default exists, increase the aggregate amount shall have occurred and be continuing. Agent shall promptly notify Lenders of the Revolving Credit requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender commits to increase its Revolver Commitment, Capital Expenditure Loan Commitments or Term Loan Commitment, as applicable. Any Lender not responding within such period shall be deemed to have declined an increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, and become Lenders hereunder. Agent may allocate, in its reasonable discretion, the increased Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, among committing Lenders and, if necessary, Eligible Assignees. Provided that conditions in this Section 2.1.7 and 6.2 6.3 are satisfied, total Revolver Commitments, Capital Expenditure Loan Commitments or Term Loan Commitments, as applicable, shall be increased by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender requested amount (or additional Revolving Credit such lesser amount committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, but no later than 45 days following Borrowers’ increase request. Agent, Borrowers, and new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments, Capital Expenditure Loan Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); providedTerm Loan Commitments, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on as applicable. On the effective date of an increase, all outstanding Revolver Loans, LC Obligations, other exposures under the Revolver Commitments, Capital Expenditure Loan Commitments and Term Loan Commitments, as applicable shall be reallocated among Lenders, and settled by Agent if necessary, in accordance with Lenders’ adjusted shares of such increase (where not already qualified by materiality, otherwise in all respects), except Commitments. The terms and provisions of the incremental Capital Expenditure Loans and Revolver Loans will be identical to the extent terms and conditions applicable to the same expressly relate to an earlier dateexisting Revolver Loans and Capital Expenditure Loans, in which case they as applicable. The terms and provisions of the incremental Term Loans shall be true and correct as set forth in all material respects a joinder agreement; provided that (where not already qualified by materialitya) the weighted average life to maturity of any incremental Term Loan shall be no shorter than the weighted average life to maturity of the existing Term Loan, otherwise in all respects(b) as of such earlier date. The effective the final maturity date of any Commitment Amount Increase incremental Term Loan shall be agreed upon no earlier than the Term Loan Two Maturity Date, (c) incremental Term Loans shall not participate on a greater (but may participate on a lesser) than pro rata basis with the existing Term Loan in any optional or mandatory prepayment hereunder, (d) the incremental Term Loans may be unsecured or secured by the CompanyCollateral on a pari passu or junior basis, on behalf of (e) the Borrowers, and effective interest rate for the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments Incremental Term Loans shall not be subject to more than 0.50% per annum greater than the requirements set forth in Section 14.11) of effective interest rate for the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its existing Term Loans and (iif) the Borrowers shall not have terminated any portion all other terms of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses incremental Term Loans, if not consistent with the terms of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein existing Term Loans, must be reasonably acceptable to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit CommitmentAgent.

Increase in Commitments. The Borrowers may from time to timeBorrower shall have the right, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default or Event of Default existsshall have occurred and be continuing, without the consent of any Lender (except as described in clause (i) below) but with the consent of each Lead Agent (which consents shall not be unreasonably withheld), at any time prior to the fifth anniversary of the Closing Date, to increase the aggregate total amount of the Revolving Credit Aggregate Commitments hereunder by (a) accepting the Company delivering offer or offers of any Person or Persons (not then a Lender) constituting an Eligible Assignee to become a new Lender hereto with a Commitment Amount Increase Request at least five (5) Business Days prior or Commitments up to the desired effective date amount (or aggregate amount) of any such increase and/or (b) accepting the “Commitment Amount Increase”) identifying an additional offer of any existing Lender or Lenders to increase its (or additional Revolving Credit Commitments for existing Lender(s)their) and Commitment (or Commitments) up to the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s))any such increase; provided, however, that (i) in no event shall any Lender's Commitment be increased without the aggregate amount consent of the Revolving Credit Commitments shall not at any time exceed $850,000,000such Lender, (ii) if any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less Loans (other than $25,000,000 and (iiiCompetitive Bid Loans) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects are outstanding hereunder on the effective date of that any such increase (where not already qualified by materialityis to become effective, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders Agent shall make such assignments (which assignments shall not be subject to transfers of funds as are necessary in order that the requirements set forth in Section 14.11) outstanding balance of such Loans reflect the Commitment Percentages of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to any increase pursuant to this Section 2.9, (iii) in no event shall the Aggregate Commitment hereunder be increased unless the Aggregate Commitment under the 364-Day Credit Agreement, if still in effect, is increased by a proportionate amount pursuant to the terms thereof and (iv) in no event shall any such assignmentsincrease result in the amount of the Total Commitments exceeding $1,000,000,000. Any increase to the Aggregate Commitment pursuant to clause (a) of the first sentence of this Section 2.9 shall become effective upon the execution of a New Lender Supplement in the form of Exhibit G-1 hereto by the Borrower, each Lead Agents and relevant new Lender or Lenders and any increase to the Aggregate Commitment pursuant to clause (including b) of the first sentence of this Section 2.9 shall become effective upon the execution of a Commitment Increase Supplement in the form of Exhibit G-2 hereto, executed by the Borrower, the Lead Agents and the increasing Lender or Lenders. The Administrative Agent shall forward copies of any such supplement to the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentpromptly upon receipt thereof.

Increase in Commitments. The Borrowers may from Company may, at any time to time, on any Business Day after the Effective Closing Date and prior by notice to the Termination Date so long as no Default or Event of Default existsAdministrative Agent, propose an increase in the aggregate amount of the Revolving Credit total Commitments by the Company delivering hereunder (each such proposed increase being a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying either by having a Lender increase its Commitment then in effect (each an additional “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (not to be unreasonably withheld, conditioned or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)delayed); providedprovided that each Assuming Lender shall be a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, howeverin each case, that with a Person or Lender, as applicable, which is a NAIC Approved Bank. Such notice shall specify (i) the aggregate amount name of the Revolving Credit Commitments shall not at any time exceed $850,000,000each Increasing Lender and/or Assuming Lender, as applicable, (ii) any increase of the aggregate amount of the Revolving Credit Commitments Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender, (iii) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date) and (iv) the Company’s election whether to increase the Foreign Currency Sublimit Dollar Amount as provided below. Each Commitment Increase shall be subject to the following additional conditions: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum amount of at least $25,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount not less than of at least $25,000,000 and 25,000,000; (iii) each immediately after giving effect to any Commitment Increase, the aggregate amount of Commitment Increases hereunder shall not exceed $500,000,000; (iv) no Default has occurred and is continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties of the Loan Parties set forth in Section 7 this Agreement and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already or, in the case of such representations and warranties qualified by as to materiality, otherwise in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicableany such representation or warranty is expressly stated to have been made as of a specific date, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date as of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentspecific date).

Increase in Commitments. The Borrowers may from time to timeBorrower may, on any Business Day after the Effective Date and prior to the Revolving Credit Termination Date so long as no Default or Event but not more than twice during the term of Default existsthis Agreement, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request substantially in the form attached hereto as Exhibit D or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (ia) any increase of the aggregate amount of the Revolving Credit Commitments shall not at any time exceed to an amount in excess of $850,000,000150,000,000 will require the approval of the Required Lenders, (iib) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 5,000,000, (c) no Event of Default or Termination Event shall have occurred and (iii) each be continuing at the time of the request or on the effective date of the Commitment Amount Increase, (d) all representations and warranties set forth contained in Section 7 and in the other Loan Documents 6 hereof shall be and remain true and correct in all material respects on at the effective date of such increase (where not already qualified by materiality, otherwise in all respects)Commitment Amount Increase, except to the extent the same expressly relate to an earlier date, in which case they such representations and warranties shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date, (e) the Administrative Agent’s consent (which shall not be unreasonably withheld) shall be required for any increase in the amount of an existing Lender’s Revolving Credit Commitment or the addition of a new Lender, and (f) each new Lender providing such Revolving Credit Commitment shall be an Eligible Assignee. The effective date of any the Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make Loans in an amount sufficient such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, that after giving effect to such assignments, its advance each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to shall have outstanding its Revolver Percentage of all outstanding Loans and L/C ObligationsRevolving Loans. It shall be a condition to such effectiveness that (i) either no Eurocurrency if any Eurodollar Loans be are outstanding under the Revolving Credit on the date of such effectiveness or effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrowers Borrower shall pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from amounts owing to the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments Lenders pursuant to Section 3.7 1.10 hereof. The Borrowers agree Borrower agrees to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers (a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time request: (i) additional Term Commitments and/or additional Revolving Credit Commitments pursuant to time, any Commitment Increase and Joinder Agreement entered into on any Business Day the Fourth Restatement Effective Date; and (ii) on one or more occasions after the Fourth Restatement Effective Date and prior Date, other additional Term Commitments and/or additional Revolving Credit Commitments; provided that after giving effect to the Termination Date so long as no Default or Event of Default existsany such addition, increase the aggregate amount of all additional Term Commitments and additional Revolving Credit Commitments that have been added pursuant to this clause (ii) shall not, as of the date of such addition, cause a violation of the Leverage Ratio under Section 7.10(a) calculated on a Pro Forma Basis (and specifically giving pro forma effect to such increase, including in the case of any revolving facility increase, the deemed full usage of the increased portion of the commitments thereunder). Each such addition under this Section 2.16(a) shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. (b) Any loans made in respect of any such additional Term Commitments (the “Additional Term Loans”) may be made, at the option of the Company, either by (i) increasing the Term Loans with the same terms (including pricing) as the existing Term Loans, or (ii) creating a new tranche of terms loans (an “Additional Term Loan Tranche”); provided that any Additional Term Loan Tranche (A) shall not mature prior to the stated Maturity Date applicable to the latest maturing Tranche of Term Loans on the date of incurrence of such Additional Term Loans and (B) the Weighted Average Life to Maturity of any Additional Term Loan Tranche shall be no less than the Weighted Average Life to Maturity of such latest maturing Tranche of Term Loans. (c) Any such additional Revolving Credit Commitments (the “Additional Revolving Credit Commitments”) may be made, at the option of the Company, by either (i) increasing the Revolving Credit Commitments by with the same terms (including pricing and currency) as the existing Revolving Credit Commitments or (ii) creating a new tranche of the Revolving Credit Facility with the Additional Revolving Credit Commitments of Lenders willing to fund in an Additional Alternative Currency pursuant to which Revolving Credit Loans under such new tranche may be denominated in such Additional Alternative Currency. (d) At the time of the sending of notice requesting additional Term Commitments and/or additional Revolving Credit Commitments, the Company delivering a Commitment Amount Increase Request at least five (5in 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 prior from the date of delivery of such notice to the desired Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an additional Term Commitment or Revolving Credit Commitment, as applicable, and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an additional Term Commitment or Revolving Credit Commitment, as applicable. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Term Lenders or Revolving Credit Lenders, as applicable, pursuant to a commitment increase and joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (each, a “Commitment Increase and Joinder Agreement”). (e) If any Term Commitments or Revolving Credit Commitments are added in accordance with this Section 2.16, the Administrative Agent and the Company shall determine the effective date of such increase (the “Commitment Amount IncreaseAdditional Commitments Effective Date”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount final allocation of its Revolving Credit Commitment (or additional amount such addition. The Administrative Agent shall promptly notify the Company and the Lenders of its Revolving Credit Commitment(s)); providedthe final allocation of such addition and the Additional Commitments Effective Date. As a condition precedent to such addition, howeverthe Company shall deliver to the Administrative Agent a certificate of the Company dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Company certifying that, that before and after giving effect to such increase, (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth contained in Section 7 Article 5 and in the other Loan Documents shall be and remain are true and correct in all material respects on and as of the effective date of such increase (where not already qualified by materiality, otherwise in all respects)Additional Commitments Effective Date, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and except that for purposes of this Section 2.16(e), the Administrative Agent. Upon the effectiveness thereof, Schedule 1 representations and warranties contained in Section 5.05(a) and (b) shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject refer to the requirements set forth in most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 14.116.01, (ii) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, no Default exists before or after giving effect to such assignmentsaddition and (iii) the Borrowers shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.10, determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders (either pursuant to Section 6.01(a) or Section 6.01(b) or in any subsequent delivery of financial information by the Company to the Administrative Agent prior to such time or, if and to the extent applicable, the Historical Financial Statements), assuming that the applicable additional Commitments were fully drawn on the first day of the fiscal period covered thereby. (f) On each Additional Commitments Effective Date, (i) each Lender or Eligible Assignee which is providing an additional Term Commitment (including A) shall become a “Term Lender” for all purposes of this Agreement and the other Loan Documents, and (B) shall make an Additional Term Loan to the Company in a principal amount equal to such additional Term Commitment, and such Additional Term Loan shall be a “Term Loan” for all purposes of this Agreement and the other Loan Documents (except that the interest rate, amortization payment amounts and maturity date applicable to any Additional Term Loan under an Additional Term Loan Tranche may be as agreed by the Company and the applicable Lenders providing the Commitment Amount Increase) will hold Loans additional Term Commitments; provided that such amortization payment amounts and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It maturity date shall be a condition to such effectiveness that (iin accordance with the requirements of Section 2.16(b)) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no each Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s or Eligible Assignee which is providing an additional Revolving Credit Commitment shall be become a “Revolving Credit Lender” for all purposes of this Agreement and the other Loan Documents with a Revolving Credit Commitment that is increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline by (in the case of an existing Revolving Credit Lender) or equal to increase its (in the case of a new Revolving Credit Lender) such additional Revolving Credit Commitment.

Increase in Commitments. (a) The Borrowers may Borrower shall have the right, at any time and from time to time, on any Business Day time after the Effective Date by written notice to and prior in consultation with the Administrative Agent, to request an increase in the Total Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, and “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the Total Commitments shall not exceed $300,000,000 and (z) the aggregate of all Commitment Increases effected after the Effective Date shall not exceed $100,000,000, and (iii) no existing Lender shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by the Borrower unless it agrees in its sole discretion to do so. (b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent and the Fronting Bank shall not be unreasonably withheld or delayed) and the Borrower and each Additional Lender shall execute a joinder agreement together with all such other documentation as the Administrative Agent and the Borrower may reasonably require, all in form and substance reasonably satisfactory to the Termination Date so long Administrative Agent and the Borrower, to evidence the Commitment of such Additional Lender and its status as no Default or Event of Default existsa Lender hereunder. (c) If the Total Commitments are increased in accordance with this Section, increase the aggregate amount of Administrative Agent and the Revolving Credit Commitments by Borrower shall determine the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”Increase Date,” which shall be a Business Day not less than thirty (30) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)days prior to the Commitment Termination Date) and the amount final allocation of its Revolving such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase. (or additional amount of its Revolving Credit Commitment(s)); providedd) Notwithstanding anything set forth in this Section 2.19 to the contrary, however, that no increase in the Total Commitments pursuant to this Section 2.19 shall be effective unless: (i) The Administrative Agent shall have received the aggregate amount following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) as to each Increasing Lender, evidence of its agreement to provide a portion of the Revolving Commitment Increase, and as to each Additional Lender, a duly executed joinder agreement together with all other documentation required by the Administrative Agent pursuant to Section 2.19(b); (B) an instrument, duly executed by each Credit Commitments shall not at any time exceed $850,000,000Party, (ii) any increase acknowledging and reaffirming its obligations under this Agreement, the Security Documents and the other Credit Documents to which it is a party and the validity and continued effect of the aggregate amount Liens granted in favor of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and Administrative Agent thereunder; (iiiC) each a certificate of the secretary or an assistant secretary of each Credit Party, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Credit Party approving or consenting to such Commitment Increase; (D) a certificate of a Financial Officer of the Borrower, certifying that (y) as of the Commitment Increase Date, all representations and warranties set forth of the Credit Parties contained in Section 7 this Agreement and in the other Loan Credit Documents shall be qualified as to materiality are true and remain correct and those not so qualified are true and correct in all material respects on respects, both immediately before and after giving effect to the effective date Commitment Increase and any Borrowings or Letters of such increase Credit issued in connection therewith (where not already qualified by materiality, otherwise in all respects), except to the extent the same any such representation or warranty is expressly relate stated to an earlier have been made as of a specific date, in which case they shall be such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (where if not already qualified by materialityso qualified), otherwise in all respects) each case as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers), and the Administrative Agent. Upon the effectiveness thereof(z) no Default or Event of Default has occurred and is continuing, Schedule 1 shall be deemed amended to reflect the increase both immediately before and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender Commitment Increase (including any Borrowings or Letters of Credit issued in connection therewith and the Lenders providing application of the proceeds thereof); and (ii) Each outstanding Syndicated Letter of Credit shall have been amended giving effect to the Commitment Amount Increase or, if required, returned by each respective beneficiary to the Administrative Agent and cancelled and/or exchanged for a new or amended Syndicated Letter of Credit giving effect to the Commitment Increase; and (iii) will hold Loans and L/C Obligations equal In the case of any Credit Extension in connection with such Commitment Increase, the conditions precedent set forth in Section 4.2 shall have been satisfied. To the extent necessary to its Percentage of all keep the outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that ratable in the event of any non-ratable increase in the aggregate Tranche 1 Commitments, on the Commitment Increase Date, (i) either no Eurocurrency all then outstanding LIBOR Loans (the “Initial Loans”) shall automatically be outstanding on converted into Base Rate Loans, (ii) immediately after the date effectiveness of the Commitment Increase, the Borrower shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.10, (iii) each Tranche 1 Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Tranche 1 Lender the portion of such effectiveness or funds equal to the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from difference, if positive, between (y) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated without giving effect to the repayment Commitment Increase) of its the Initial Loans and (iiz) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Borrowers Tranche 1 Lenders shall not have terminated any portion of be deemed to hold the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Subsequent Borrowings ratably in accordance with their respective Tranche 1 Commitment Amount Increase. Notwithstanding anything herein (calculated after giving effect to the contraryCommitment Increase), no Lender (vi) each Borrower shall have any obligation pay all accrued but unpaid interest on the Initial Loans to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent the Tranche 1 Lenders entitled thereto, and each Lender may at its option, unconditionally and without cause, decline (vii) Schedule 1.1(a) shall automatically be amended to increase its Revolving Credit Commitmentreflect the Tranche 1 Commitments of all Tranche 1 Lenders after giving effect to the Commitment Increase. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.17 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. (a) The Borrowers may Borrower shall have the right, at any time and from time to time, on any Business Day time after the Effective Closing Date by written notice to and prior in consultation with the Agent, to request an increase in the Termination Date so long aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Commitments shall not exceed $160,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $50,000,000, (iii) no Default or Event of Default exists, increase shall have occurred and be continuing on the aggregate amount of the Revolving Credit Commitments by the Company delivering a applicable Commitment Amount Increase Request at least five Date (5as hereinafter defined) Business Days prior to the desired effective date of such increase (the “or shall result from any Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (iiiv) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, immediately after giving effect to such assignments, each Lender any Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower shall be in compliance with the financial covenants contained in Article VII, and (v) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Agent ten (10) Business Days before making a request to any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if it provides written notice of its election to participate within ten (10) Business Days of the Agent’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Agent or Wachovia, as Arranger, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion. Nothing contained in this Section 2.20 shall be construed to obligate the Borrower to pay any fee for a Commitment Increase to an Increasing Lender, an Additional Lender, the Agent or Wachovia, as Arranger. (b) Each Additional Lender must qualify as an Eligible Assignee (the selection of which shall include the prior consultation with the Agent). The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Agent and the Borrower may reasonably require including without limitation the documentation for the amendment referred to in Section 2.20(d)(i)(A), all in form and substance reasonably satisfactory to the Agent and the Borrower, to evidence the Commitment adjustments referred to in Section 2.20(e). (c) If the aggregate Commitments are increased in accordance with this Section 2.20, the Borrower (in consultation with the Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Agent shall promptly notify the Lenders of such increase its and the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section 2.20 to the contrary, the Borrower shall not incur any Revolving Credit Loans pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.20(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (i) The Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Agent: (A) an amendment to this Agreement signed by each Lender, including without limitation Increasing Lenders (if any) and Additional Lenders (if any), setting forth the reallocation of Commitments referred to in Section 2.20(e), together with all other documentation required by the Agent pursuant to Section 2.20(b); (B) an instrument, duly executed by the Borrower and each other Subsidiary Guarantor, if any, acknowledging and reaffirming its obligations under the Subsidiary Guaranty, and the other Credit Documents to which it is a party; (C) a certificate of the secretary or an assistant secretary of the Borrower and each Subsidiary Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase; (D) a certificate of a Financial Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Subsidiary Guarantors contained in this Agreement and the other Credit Documents are true and correct (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), (y) immediately after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the financial covenants contained in Article VII, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof); and (E) an opinion or opinions of counsel for the Borrower and the Subsidiary Guarantors, addressed to the Agent and the Lenders, together with such other documents, instruments and certificates as the Agent shall have reasonably requested; (ii) In the case of any Borrowing of Revolving Loans in connection with such Commitment Increase for the purpose of funding a Permitted Acquisition, the applicable conditions set forth in this Agreement with respect to Permitted Acquisitions shall have been satisfied. (e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolving Loans (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of Revolving Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Borrowing delivered to the Agent in accordance with Section 2.2(b), (iii) each Lender shall pay to the Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s Revolving Credit pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Agent receives the funds specified in clause (iii) above, the Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (z) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be increased without its written consent deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto, and (vii) Schedule 1.1 shall be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to clause (i) above in respect of each Lender may at its option, unconditionally and without cause, decline LIBOR Loan shall be subject to increase its Revolving Credit Commitmentindemnification by the Borrower pursuant to the provisions of Section 2.18 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. The Borrowers (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, on (with the approval of the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $250,000,000; provided that any Business Day after such request for an increase shall be in a minimum amount of $25,000,000. To achieve the Effective Date requested increase, the Borrower may ask one or more Lenders to increase their existing Commitments and/or invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and prior substance reasonably satisfactory to the Termination Date so long as Administrative Agent. For the avoidance of doubt, no Default or Event Lender shall be obligated to increase its Commitment pursuant to this Section 2.14. (b) If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of Default exists, increase such increase. The Administrative Agent shall promptly notify the aggregate amount Borrower and the Lenders of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date final allocation of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate dated as of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that the Increase Effective Date signed by a Responsible Officer (i) certifying and attaching the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000resolutions approving or consenting to such increase, and (ii) any certifying that, before and after giving effect to such increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iiiA) each of the representations and warranties set forth contained in Section 7 and in the other Loan Documents shall be and remain Article V are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the effective date of such increase (where not already qualified by materiality, otherwise in all respects)Increase Effective Date, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and except that for purposes of this Section 2.14, the Administrative Agent. Upon the effectiveness thereof, Schedule 1 representations and warranties contained in Section 5.06(a) and 5.06(b) shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject refer to the requirements set forth in Section 14.11most recent statements furnished pursuant to subsections (a) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion b), respectively, of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto6.01, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.(B)

Increase in Commitments. The Borrowers may Borrower may, from time to time, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default or Event of Default existsDate, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent at least five (5) Business Days prior to the desired effective date of such increase (the each such increase, a “Commitment Amount Increase”) identifying an one or more additional Lender Lenders (or additional Revolving Credit Commitments for provided by existing Lender(s) or by a combination of existing Lenders and additional Lenders (each such Lender providing (or increasing) its Commitment pursuant to any Commitment Amount Increase, a “Commitment Amount Increase Lender”)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of increases in the Revolving Credit Commitments from and after the Closing Date shall not at any time exceed $850,000,000435,000,000, and the aggregate Commitments after all such increases shall not exceed $1,250,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments Commitment Amount Increase shall be in an amount not less than $25,000,000 and 5,000,000, (iii) each no Default or Event of Default shall have occurred and be continuing at the time of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on request or the effective date of such increase Commitment Amount Increase, and (where not already qualified by materiality, otherwise iv) all representations and warranties contained in all respects), except to the extent the same expressly relate to an earlier date, in which case they Section 6 hereof shall be true and correct in all material respects (where not already qualified by materialitymateriality or Material Adverse Effect, otherwise in all respects) at the time of such request and on the effective date of such Commitment Amount Increase (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such earlier date). The effective date of any a Commitment Amount Increase shall be agreed upon by as set forth in the Company, on behalf of the Borrowers, and the Administrative Agentrelated commitment amount increase request. Upon the effectiveness thereofof any Commitment Amount Increase, Schedule 1 shall (i) each Lender hereunder immediately prior to the effectiveness of such Commitment Amount Increase will automatically and without further act be deemed amended to reflect the increase have assigned to each relevant Commitment Amount Increase Lender, and the new Lender(s) (oreach relevant Commitment Amount Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignmentseach deemed assignment and assumption of participations, all of the Lenders’ (including each Commitment Amount Increase Lender) (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swing Loans shall be held on a pro rata basis on the basis of their respective Commitments (after giving effect to any increase in the aggregate Commitments pursuant to this Section 1.15) and (ii) each Lender hereunder immediately prior to the effectiveness of such Commitment Amount Increase will automatically and without further act be deemed to have assigned Loans to the other Lenders (including the Commitment Amount Increase Lenders), and such other Lenders providing (including the Commitment Amount IncreaseIncrease Lenders) will hold shall be deemed to have purchased such Loans, in each case to the extent necessary so that all of the Lenders participate in each outstanding borrowing of Loans pro rata on the basis of their respective Commitment (after giving effect to any Commitment Amount Increase pursuant to this Section 1.15); it being understood and L/C Obligations equal agreed that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to its Percentage of all outstanding Loans and L/C Obligationsthe transactions effected pursuant to the immediately preceding sentence. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers Borrower shall not have previously terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 1.12 hereof. The Borrowers agree Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount IncreaseIncrease pursuant to Section 12.15 and arrangement fees related thereto as agreed between Administrative Agent and the Borrower in that certain fee letter dated September 1, 2021. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers may Borrower may, at its option, at any time or from time to time, on any Business Day after the Effective Date and time prior to the Termination Date so long as Date, increase the Total Commitments by up to $25,000,000 (the "Commitment Increase”) to an aggregate principal amount not to exceed $150,000,000 by requesting the existing Lenders or new lenders to commit to any such increase; provided that: (i) no Lender shall be required to commit to any such increase; (ii) no such increase shall become effective unless at the time thereof and after giving effect thereto (A) no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) shall have occurred and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000be continuing, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iiiB) each of the representations and warranties set forth made by any Loan Party in Section 7 and in or pursuant to the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not respects, provided, that, to the extent any such representation and warranty is already qualified by materialitymateriality or reference to Material Adverse Effect, otherwise such representation shall be true and correct in all respects, and (C) Administrative Agent shall have received a certificate from Borrower to the effect of (A) and (B) of clause (ii); and (iii) no new lender shall become a Lender pursuant to this Section 2.21 unless such lender is an Eligible Assignee and Administrative Agent shall have given its prior written consent, which consent shall not be unreasonably withheld. Borrower shall be entitled to pay upfront or other fees to such lenders who extend credit pursuant to this Section 2.21 as of Borrower and such earlier lenders may agree. Such increases in the Commitments shall become effective on the date (each such date. The , an "Increased Facility Closing Date”) specified in an activation notice delivered to Administrative Agent no less than ten (10) Business Days prior to effective date of such notice specifying the amount of the increase and the effective date thereof. Each new lender that provides any Commitment Amount Increase part of any such increase in the Commitments (a "New Lender”) shall execute a New Lender Supplement (each, a "New Lender Supplement”), substantially in the form of Exhibit E, whereupon such New Lender shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. Unless otherwise agreed by Administrative Agent, on each Increased Facility Closing Date, Borrower shall borrow Revolving Loans under the relevant increased Commitments from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (x) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased, and, if applicable in connection with such increased Commitments, Borrower shall pay all amounts due under Section 2.17. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon by the Company, on behalf of the Borrowers, between Borrower and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(srelevant Lender)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. The Borrowers may (a) After the Closing Date, Administrative Agent may, from time to time, on any Business Day after the Effective Date and prior to the Termination Date so long as no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least time upon five (5) Business Days prior notice by Borrower of a request to increase the Aggregate Commitments, increase the Aggregate Commitments by (x) admitting additional Lenders hereunder (each a "Subsequent Lender"), or (y) increasing the Commitment of any Lender (each an "Increasing Lender"), subject to the desired effective date following conditions: (i) each Subsequent Lender is an Eligible Assignee; (ii) Borrower executes (A) a new Note payable to the order of a Subsequent Lender, if requested by such Subsequent Lender, or (B) a replacement Note payable to the order of an Increasing Lender, if requested by such Increasing Lender; (iii) each Subsequent Lender executes a signature page to this Agreement; (iv) after giving effect to the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the Aggregate Commitments do not exceed $750,000,000 (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and less the amount of its Revolving Credit Commitment any previous reduction pursuant to Section 2.06); (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (iv) each increase in the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Aggregate Commitments shall be in an the minimum amount not less than of $25,000,000 and 5,000,000 or a greater integral multiple of $1,000,000; (iiivi) each no admission of any Subsequent Lender shall increase the representations and warranties set forth in Section 7 and in Commitment of any existing Lender without the other Loan Documents consent of such existing Lender; (vii) no Lender shall be and remain true and correct in all material respects on an Increasing Lender without the effective date consent of such increase Lender; and (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respectsviii) as no Default or Event of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, Default exists nor would occur after giving effect to such assignmentsincrease. (b) After the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, Administrative Agent shall promptly provide to each Lender (including a new Schedule 2.01 to this Agreement. In the Lenders providing event that there are any Loans outstanding after giving effect to an increase in the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Aggregate Commitments pursuant to this Section 3.7 hereof. The Borrowers agree 2.15, upon notice from Administrative Agent to each Lender, the amount of such Loans owing to each Lender shall be appropriately adjusted to reflect the new Applicable Percentages of the Lenders (in which case Borrower shall pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentamounts required under Section 3.05).

Increase in Commitments. (a) The Borrowers Borrower may from time to time, on any Business Day after the Effective Date and prior by written notice to the Termination Date so long as no Default or Event Administrative Agent elect to seek (x) commitments (“Additional Revolving Commitments”) to increase the Revolving Commitments of Default exists, any Class and/or (y) commitments (“Additional Term Commitments”) to increase the aggregate principal amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior any existing Class of Term Loans or to the desired effective date establish one or more new Classes of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s))Term Loans; provided, however, that provided that: (i) the aggregate amount of the Revolving Credit all Additional Commitments shall not at any time exceed $850,000,000, the Incremental Cap; (ii) any such increase of the aggregate amount of the Revolving Credit Commitments or any new Class shall be in an aggregate amount not of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided that such amount may be less than $25,000,000 and 10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i); (iii) no existing Lender shall be required to provide any Additional Commitments; (iv) as of each date of borrowing of any Additional Term Commitments or effectiveness of Additional Revolving Commitments, (A) each of the representations and warranties conditions set forth in Section 7 4.02 shall be satisfied and (B) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant recomputed (assuming the applicable Additional Revolving Commitments established on such date are fully drawn -86- and without netting the cash proceeds of any Additional Term Loans or any Additional Revolving Commitments being so incurred in calculating the Total Net Leverage Ratio) as of the last day of the Test Period; (v) the final maturity date of any Additional Term Loans shall be no earlier than the Latest Maturity Date applicable to each Class of Term Loans outstanding prior to such proposed incurrence of Additional Term Loans; (vi) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the then remaining Weighted Average Life to Maturity of each Class of Term Loans outstanding prior to such proposed incurrence of Additional Term Loans (it being understood that, subject to the foregoing requirements of this clause (vi), the amortization requirements with respect to any Additional Term Loans may differ); (vii) the interest margins for the Additional Term Loans shall be determined by the Borrower and the Additional Term Lenders; provided that in the other Loan Documents event that the All-In Yield for any Additional Term Loans incurred within twelve months after the Closing Date is greater than the All-In Yield for the Initial Term Loans by more than 50 basis points, then the Applicable Rate for the Initial Term Loans shall be increased to the extent necessary so that the All-In Yield for such Additional Term Loans is not more than 50 basis points higher than the All-In Yield for the Initial Term Loans; (viii) (A) the security interest and remain true guaranties benefiting the Additional Term Loans and/or Additional Revolving Commitments (and correct advances of credit thereunder) will rank pari passu in all material respects right of payment and security with the existing Facilities, (B) no Person shall guarantee the obligations with respect to the Additional Term Loans and/or Additional Revolving Commitments (and advances of credit thereunder) unless such Person is a Subsidiary Loan Party and (C) the Additional Term Loans and/or Additional Revolving Commitments (and advances of credit thereunder) will not be secured by any property that does not constitute Collateral under the existing Facilities; (ix) any Additional Term Loans shall share on a pro rata basis in any voluntary and mandatory prepayments with the Initial Term Loans or, if agreed to by the Additional Term Lenders, on a less than pro rata basis (but in no event on a greater than pro rata basis); and (x) any Additional Revolving Commitment shall have the same maturity dates and be on the effective date same pricing (excluding upfront fees and other fees of the type excluded from the determination of “All-In Yield”) and other terms and pursuant to the definitive documentation applicable to the Revolving Commitments of such increase Class that is being increased, and any Additional Term Loans and Additional Term Commitments shall be on terms to be determined, provided that, (where A) the final maturity, Weighted Average Life to Maturity, pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Additional Term Loans shall be as agreed between the Borrower and the Additional Term Lenders but subject to the foregoing clauses (v), (vi), (vii) and (ix) and (B) the covenants and other terms applicable to such Additional Term -87- Loans (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the Additional Term Lenders, shall not already qualified be materially more favorable (when taken as a whole) to the Additional Term Lenders than those applicable to any Class of Term Loans then outstanding under this Agreement (as determined by materiality, otherwise the Borrower in all respectsgood faith), except to the extent such covenants and other terms apply solely to any period after the same expressly relate Latest Maturity Date then applicable to any Class of Term Loans or such covenants or other terms apply equally for the benefit of the other Lenders. (b) Each such notice shall specify (x) the date (each, an earlier date, in “Additional Commitments Effective Date”) on which case they the Borrower proposes that the Additional Commitments shall be true effective, which shall be a Business Day and correct in all material respects (where not already qualified y) the identity of the Persons (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Commitment to be provided by materialityeach such Person. As a condition precedent to the effectiveness of any Additional Commitments, otherwise in all respects) the Borrower shall deliver to the Administrative Agent a certificate dated as of such earlier datethe Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to the Additional Commitments (and assuming full utilization thereof) the requirements of Section 2.20(a)(i), (iv) and (x) are satisfied, and setting forth the calculation of the Incremental Cap. (c) On each Additional Commitments Effective Date with respect to any Additional Term Commitment, each Additional Term Lender shall make an Additional Term Loan to the Borrower in a principal amount equal to its Additional Term Commitment. The effective date of Borrower shall prepay any Revolving Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Revolving Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, (and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended pay any additional amounts required pursuant to reflect the increase and the new Lender(sSection 2.16) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of extent necessary to keep the outstanding Revolving Loans and L/C Obligations to pro rata across all Classes of Revolving Commitments arising from any nonratable increase in the Revolving Commitments. If there is a new borrowing of Revolving Commitments on such Additional Commitments Effective Date, the Revolving Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender Additional Revolving Commitments shall make such Revolving Loans in accordance with Section 2.01(b). (including d) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by the Lenders Persons providing the Commitment Amount Increase) will hold Loans Additional Commitments (and L/C Obligations equal the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to its Percentage of all outstanding Loans this Agreement and L/C Obligations. It shall the other Loan Documents as may be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on necessary or appropriate, in the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses opinion of the Administrative Agent relating and the Borrower, to effect the provisions of this Section 2.20. (e) This Section 2.20 shall supersede any Commitment Amount Increase. Notwithstanding anything herein provisions in Section 2.18 or Section 9.02 to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment.

Increase in Commitments. (a) The Borrowers may Borrower shall have the right, at any time and from time to time, on any Business Day time after the Restatement Effective Date by written notice to and prior in consultation with the Administrative Agent, to request an increase in the Termination Date so long aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Commitments shall not exceed $300,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $75,000,000, (iii) no Default or Event of Default exists, increase shall have occurred and be continuing on the aggregate amount of the Revolving Credit Commitments by the Company delivering a applicable Commitment Amount Increase Request at least five Date (5as hereinafter defined) Business Days prior to the desired effective date of such increase (the “or shall result from any Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (iiiv) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, immediately after giving effect to such assignments, each Lender any Commitment Increase (including any Borrowings in connection therewith and the Lenders providing application of the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It proceeds thereof), the Borrower shall be in compliance with the financial covenants contained in Article VII, and (v) the Borrower shall give the existing Lenders the right of first refusal for participating in any such Commitment Increase by providing such notice to the Administrative Agent ten (10) Business Days before making a condition request to any Person that is not already a Lender. An existing Lender shall have priority over Additional Lenders to participate in such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment requested Commitment Increase if it provides written notice of its Loans and election to participate within ten (ii10) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses Business Days of the Administrative Agent relating to any Agent’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Amount Increase. Notwithstanding anything herein to the contrary, no No Lender shall have any obligation to become an Increasing Lender. Any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or Wachovia, as Arranger, shall be for their own account and shall be in an amount, if any, mutually agreed upon by each such party and the Borrower, in each party’s sole discretion. Nothing contained in this Section 2.20 shall be construed to obligate the Borrower to pay any fee for a Commitment Increase to an Increasing Lender, an Additional Lender, the Administrative Agent or Wachovia, as Arranger. (b) Each Additional Lender must be approved in writing by the Administrative Agent and the Issuing Lender. The Borrower and each Additional Lender shall execute a joinder agreement, and the Borrower and each Lender shall execute all such other documentation as the Administrative Agent and the Borrower may reasonably require including without limitation the documentation for the amendment referred to in Section 2.20(d)(i)(A), all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Commitment adjustments referred to in Section 2.20(e). (c) If the aggregate Commitments are increased in accordance with this Section 2.20, the Borrower (in consultation with the Administrative Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase its and the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section 2.20 to the contrary, the Borrower shall not incur any Revolving Credit Loans pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.20(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (i) The Administrative Agent shall have received the following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) an amendment to this Agreement signed by each Lender, including without limitation Increasing Lenders (if any) and Additional Lenders (if any), setting forth the reallocation of Commitments referred to in Section 2.20(e), together with all other documentation required by the Administrative Agent pursuant to Section 2.20(b); (B) an instrument, duly executed by the Borrower and each other Subsidiary Guarantor, if any, acknowledging and reaffirming its obligations under the Subsidiary Guaranty, and the other Credit Documents to which it is a party; (C) a certificate of the secretary or an assistant secretary of the Borrower and each Subsidiary Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such party approving or consenting to such Commitment Increase; (D) a certificate of a Financial Officer of the Borrower, certifying that (x) as of the Commitment Increase Date, all representations and warranties of the Borrower and the Subsidiary Guarantors contained in this Agreement and the other Credit Documents are true and correct (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), (y) immediately after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), the Borrower is in compliance with the financial covenants contained in Article VII, and (z) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to such Commitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof); and (E) an opinion or opinions of counsel for the Borrower and the Subsidiary Guarantors, addressed to the Administrative Agent and the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall have reasonably requested; (ii) In the case of any Borrowing of Revolving Loans in connection with such Commitment Increase for the purpose of funding a Permitted Acquisition, the applicable conditions set forth in this Agreement with respect to Permitted Acquisitions shall have been satisfied. (e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Revolving Loans (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings of Revolving Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.2(b), (iii) each Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s Revolving Credit pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Loans and (z) such Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be increased without its written consent deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto, and (vii) Schedule 1.1 shall be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to clause (i) above in respect of each Lender may at its option, unconditionally and without cause, decline LIBOR Loan shall be subject to increase its Revolving Credit Commitmentindemnification by the Borrower pursuant to the provisions of Section 2.18 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. The Borrowers may from Company may, at any time to time, on any Business Day after the Effective Closing Date and prior by notice to the Termination Date so long as no Default Administrative Agent, propose an increase in the total L/C Tranche Commitments or Event of Default exists, RC Tranche Commitments hereunder (each such proposed increase the aggregate amount of the Revolving Credit Commitments by the Company delivering being a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying either by having a Lender increase its Commitment of the applicable Class then in effect (each an additional “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment of the applicable Class hereunder (or additional Revolving Credit Commitments for existing Lender(seach an “Assuming Lender”)) and , in each case, with the amount approval of its Revolving Credit Commitment the Administrative Agent (or additional amount of its Revolving Credit Commitment(s)not to be unreasonably withheld); providedprovided that each Assuming Lender with a L/C Tranche Commitment shall be a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, howeverin each case, that with a Person or Lender, as applicable, which is a NAIC Approved Bank. Such notice shall specify (i) the aggregate amount name of the Revolving Credit Commitments shall not at any time exceed $850,000,000each Increasing Lender and/or Assuming Lender, as applicable, (ii) any increase the Class of the aggregate Commitments which is being increased, (iii) the amount of the Revolving Credit Commitments Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (iv) the date on which such Commitment Increase is to be effective (a “Commitment Increase Date”) (which shall be a Business Day at least five Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date). Each Commitment Increase shall be subject to the following additional conditions: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum amount of at least $25,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount not less than of at least $25,000,000 and 25,000,000; (iii) each of immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $3,500,000,000; (iv) no Default has occurred and is continuing on the relevant Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties of the Loan Parties set forth in Section 7 this Agreement and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already or, in the case of such representations and warranties qualified by as to materiality, otherwise in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such earlier date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). The Each Commitment Increase (and the increase of the applicable Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective date as of any the relevant Commitment Amount Increase shall be agreed Date upon receipt by the CompanyAdministrative Agent, on behalf or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the Borrowersconditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its applicable Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the effectiveness thereofAdministrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, Schedule 1 together with such certificate of such Responsible Officer, the Administrative Agent shall be deemed amended record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to reflect the increase Company and the new Lender(s) Lenders (orincluding, if applicable, existing Lender(seach Assuming Lender). On each Commitment Increase Date, if there are Loans of the applicable Class then outstanding, each applicable Borrower shall simultaneously (i) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth prepay in Section 14.11) of full the outstanding Loans and L/C Obligations of such Class made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans of such Class from all the relevant Lenders providing the Commitment Amount Increase so (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans of such Class are held ratably by the relevant Lenders in accordance with their respective Commitments of such Class (after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase any of its Revolving Credit Commitment Commitments hereunder and no Lender’s Revolving Credit Commitment any election to do so shall be increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentin the sole discretion of such Lender.

Increase in Commitments. The Borrowers may from (a) Upon notice to the Administrative Agent (which shall promptly notify the Lenders), at any time to time, on any Business Day after the Restatement Effective Date, the Company may request: (i) on one or more occasions, additional Term Commitments in respect of an Additional Term Loan Tranche in an amount not to exceed the Term B Loan Permitted Amount; provided that (A) after giving effect to any such Indebtedness, the Senior Secured Leverage Ratio, calculated on a Pro Forma Basis (and specifically giving effect to the repayment of any Total Secured Indebtedness effected on or prior to such date), would be no greater than 2.75 to 1.00 as of the most recently completed period of four consecutive fiscal quarters ending prior to the incurrence of such Indebtedness, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders (either pursuant to Section 6.01(a) or Section 6.01(b) or in any subsequent delivery of financial information by the Company to the Administrative Agent prior to such incurrence of Indebtedness) as though such incurrence of Indebtedness (and the repayment of any Total Secured Indebtedness effected on or prior to such date) had been consummated as of the first day of the fiscal period covered thereby and (B) the proceeds thereof shall be used in connection with the Transaction; (ii) on one or more occasions, additional Term Commitments in respect of Term Loans having the same terms (including pricing) as the existing Term A-2 Loans (the “Specified Term A-2 Loans”) in an amount not to exceed the Specified Term A-2 Loan Permitted Amount, provided that (A) such Term Commitments may be established no later than 10 Business Days after the Restatement Effective Date and prior (B) the proceeds thereof shall be used solely to pay obligations under the Termination Metavante Credit Agreement; (iii) on one or more occasions, additional Revolving Credit Commitments having the same terms (including pricing and currency) as the existing 2014 Multicurrency Revolving Credit Commitments or the existing 2014 US Dollar Revolving Credit Commitments, provided that (A) such Revolving Credit Commitments may be established no later than 10 Business Days after the Restatement Effective Date so long as no Default or Event of Default existsand (B) the proceeds thereof shall be used in accordance with Section 6.11; and (iv) on up to ten occasions, increase other additional Term Commitments and/or additional Revolving Credit Commitments; provided that after giving effect to any such addition, the aggregate amount of the Revolving Credit all additional Term Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or and additional Revolving Credit Commitments for that have been added pursuant to this clause (iv) shall not exceed $750,000,000. Any such addition under this Section 2.16(a) shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. (b) Any loans made in respect of any such additional Term Commitments (the “Additional Term Loans”) may be made, at the option of the Company, either by (i) increasing the Term Loans with the same terms (including pricing) as the existing Lender(sTerm Loans, or (ii) creating a new tranche of terms loans (an “Additional Term Loan Tranche”); provided that any Additional Term Loan Tranche (1) shall not mature prior to the stated Maturity Date applicable to the latest maturing Tranche of Term Loans on the date of incurrence of such Additional Term Loans and (2) the Weighted Average Life to Maturity of any Additional Term Loan Tranche shall be no less than the Weighted Average Life to Maturity of such latest maturing Tranche of Term Loans. (c) Any such additional Revolving Credit Commitments (the “Additional Revolving Credit Commitments”) may be made, at the option of the Company, by either (i) increasing the US Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments with the same terms (including pricing and currency) as the existing 2014 US Dollar Revolving Credit Commitments or 2014 Multicurrency Revolving Credit Commitments, as the case may be or (ii) creating a new tranche of the Multicurrency Revolving Credit Facility with the Additional Revolving Credit Commitments of Lenders willing to fund in an Additional Alternative Currency pursuant to which Multicurrency Revolving Credit Loans under such new tranche may be denominated in such Additional Alternative Currency. (d) At the time of the sending of notice requesting additional Term Commitments and/or additional Revolving Credit Commitments, the Company (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). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an additional Term Commitment or Revolving Credit Commitment, as applicable, and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under all the Facilities held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an additional Term Commitment or Revolving Credit Commitment, as applicable. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Term Lenders or Revolving Credit Lenders, as applicable, pursuant to a commitment increase and joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (each, a “Commitment Increase and Joinder Agreement”). (e) If any Term Commitments or Revolving Credit Commitments are added in accordance with this Section 2.16, the Administrative Agent and the Company shall determine the effective date (the “Additional Commitments Effective Date”) and the amount final allocation of its Revolving Credit Commitment (or additional amount such addition. The Administrative Agent shall promptly notify the Company and the Lenders of its Revolving Credit Commitment(s)); providedthe final allocation of such addition and the Additional Commitments Effective Date. As a condition precedent to such addition, howeverthe Company shall deliver to the Administrative Agent a certificate of the Company dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Company certifying that, that before and after giving effect to such increase, (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth contained in Section 7 Article 5 and in the other Loan Documents shall be and remain are true and correct in all material respects on and as of the effective date of such increase (where not already qualified by materiality, otherwise in all respects)Additional Commitments Effective Date, except to the extent the same expressly relate that such representations and warranties specifically refer to an earlier date, in which case they shall be have been true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and except that for purposes of this Section 2.16(e), the Administrative Agent. Upon the effectiveness thereof, Schedule 1 representations and warranties contained in Section 5.05(a) and (b) shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject refer to the requirements set forth in most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 14.116.01, and (ii) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, no Default exists before or after giving effect to such assignmentsaddition. (f) On each Additional Commitments Effective Date, (i) each Lender or Eligible Assignee which is providing an additional Term Commitment (including A) shall become a “Term Lender” for all purposes of this Agreement and the other Loan Documents, and (B) shall make an Additional Term Loan to the Company in a principal amount equal to such additional Term Commitment, and such Additional Term Loan shall be a “Term Loan” for all purposes of this Agreement and the other Loan Documents (except that the interest rate, amortization payment amounts and maturity date applicable to any Additional Term Loan under an Additional Term Loan Tranche may be as agreed by the Company and the applicable Lenders providing the Commitment Amount Increase) will hold Loans additional Term Commitments; provided that such amortization payment amounts and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It maturity date shall be a condition to such effectiveness that (iin accordance with the requirements of Section 2.16(b)) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no each Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s or Eligible Assignee which is providing an additional Revolving Credit Commitment shall be become a “Revolving Credit Lender” for all purposes of this Agreement and the other Loan Documents with a Revolving Credit Commitment that is increased without its written consent thereto, and each Lender may at its option, unconditionally and without cause, decline by (in the case of an existing Revolving Credit Lender) or equal to increase its (in the case of a new Revolving Credit Lender) such additional Revolving Credit Commitment.

Increase in Commitments. (a) The Borrowers may from may, by written notice to the Agents at any time to time, on any Business Day after the Effective Closing Date and prior to the Termination Date so long as no Default or Event of Default existsTerm Loan Maturity Date, increase the aggregate amount of the request: (i) once, on any single occasion, Incremental Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior in an aggregate principal amount not to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional exceed $5,000,000 from one or more Incremental Revolving Credit Lenders which may include any existing Lender (each of which shall be entitled to agree or additional Revolving Credit Commitments for existing Lender(s)) and the amount of decline to participate in its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)sole discretion); provided, howeverthat each Incremental Revolving Credit Lender, that if not already a Lender hereunder, shall be subject to the approval of the Agents. Such notice shall set forth (i) the aggregate amount of the Incremental Revolving Credit Commitments shall not at any time exceed $850,000,000, being requested (ii) any increase of the aggregate amount of the Revolving Credit Commitments which shall be in an minimum increments of $1,000,000 and a minimum amount not less than of $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects on the effective date of such increase (where not already qualified by materiality, otherwise in all respects1,000,000), except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. The effective date of any Commitment Amount Increase shall be agreed upon by the Company, on behalf of the Borrowers, and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (ii) the Borrowers shall not have terminated any portion of the date on which such Incremental Revolving Credit Commitments pursuant are requested to Section 3.7 hereof. The Borrowers agree become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to pay any reasonable expenses of by the Administrative Agent relating to any Commitment Amount IncreaseAgents). Notwithstanding anything contained herein to the contrary, no it is acknowledged and agreed that all Incremental Revolving Credit Commitments are to be Revolving Commitments and based on the terms and conditions set forth herein for Revolving Commitments and Revolving Loans; and (ii) on any other single occasion, Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments in an aggregate principal amount not to exceed $25,000,000 from one or more Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion); provided, that each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Agents. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments or the Incremental Revolving Credit Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000), (ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Agents) and (iii) whether such Incremental Term Loan Commitments are to be Term Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”). Notwithstanding anything contained herein to the contrary, it is acknowledged and agreed that all Incremental Revolving Credit Commitments are to be Revolving Commitments and based on the terms and conditions set forth herein for Revolving Commitments and Revolving Loans. (b) The Borrowers may seek Incremental Term Loan Commitments and Incremental Revolving Credit Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Incremental Term Lenders and/or Incremental Revolving Credit Lenders, as applicable, in connection therewith. The Borrowers and each Incremental Term Lender shall have execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as any obligation Agent shall reasonably specify to increase its evidence the Incremental Term Loan Commitment of such Incremental Term Lender. The Borrowers and each Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Revolving Credit Assumption Agreement and such other documentation as any Agent shall reasonably specify to evidence the Incremental Revolving Credit Commitment and no Lender’s of such Incremental Revolving Credit Commitment Lender. Each Incremental Term Loan Assumption Agreement and Incremental Revolving Credit Assumption Agreement shall specify the terms of the Incremental Term Loans or Incremental Revolving Loans, as applicable, to be made thereunder; provided, that, without the prior written consent of the Required Lenders, (i) the final maturity date of any Other Term Loans shall be increased without its written consent theretono earlier than the Term Loan Maturity Date and (ii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Term Loans, and provided, further, that, if the Initial Yield on such Other Term Loans exceeds by more than 50 basis points the sum of (A) the margin then in effect for Term Loans that are Eurodollar Loans plus (B) one-quarter of the amount of such upfront fee initially paid in respect of the Term Loans (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Term Loan Margin then in effect for each Lender may at its optionsuch affected Type of Term Loans shall automatically be increased by the Yield Differential, unconditionally and without cause, decline to increase its Revolving Credit Commitment.effective upon the making of the Other Term Loans. As used in the prior sentence,

Increase in Commitments. Page 77 NAI-5000431466v13 (a) The Borrowers may Borrower shall have the option at any time and from time to timetime before the Revolving Credit Maturity Date (as the same may be extended pursuant to Section 2.12 below) or the Initial Term Loan Maturity Date, on as applicable, to request (i) an increase in the Total Dollar Revolving Credit Commitments, (ii) an increase in the Total Alternative Currency Revolving Commitments, and/or (iii) an increase in the Initial Term Loan Commitment or additional term loan facilities (each, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”; any Business Day after the Effective Date and prior such increase pursuant to the Termination foregoing clause (i), (ii) or (iii), each individually, an “Incremental Facility” and, collectively, the “Incremental Facilities”) by giving written notice to the Agent (an “Increase Notice”), provided that any such individual increase must be in a minimum amount of $50,000,000.00 and increments of $5,000,000.00 in excess thereof, and the aggregate Commitments and Loans hereunder shall not exceed $5,000,000,000.00. (b) The Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such Incremental Facility, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such Incremental Facility and the allocations of any increase in the Dollar Revolving Credit Commitments, the Alternative Currency Revolving Commitments and/or the Initial Term Loan Commitments or making of Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders (it being understood and agreed that the Borrower shall not be required to approach any existing Lender with respect to any Incremental Facility). No Lender shall be obligated in any way whatsoever to increase its Dollar Revolving Credit Commitment, its Alternative Currency Revolving Commitment or its Initial Term Loan Commitment, to provide a new Term Loan Commitment or to make an additional Term Loan. Each such Lender approached by the Agent shall notify the 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 applicable Commitment Percentage of such requested increase for the Dollar Revolving Credit Commitments, the Alternative Currency Revolving Commitments and/or Term Loan Facility, as the case may be. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. (c) In the case of any Class of Incremental Term Loans, except for (1) the Applicable Margin and any unused commitment fees, upfront fees, arranger fees, or other similar fees applicable to such Class of Incremental Term Loans, (2) the period available and procedure for borrowing such Class of Incremental Term Loans, amortization in respect thereof and any additional mandatory prepayment events applicable thereto, and (3) the Maturity Date so long for such Class of Incremental Term Loans, the terms and conditions therefor shall be identical to the terms and conditions applicable to the Revolving Credit Loans; provided that (A) no Class of Incremental Term Loans shall have a final maturity date that is earlier than the latest Term Loan Maturity Date then in effect, and (B) the weighted average life to maturity of any Class of Incremental Term Loans shall be no shorter than the weighted average life to maturity of any Class of Term Loans then outstanding. (d) If a new Revolving Credit Lender becomes a party to this Agreement, or if any existing Revolving Credit Lender is increasing its Revolving Credit Commitment of any given Class, such Lender shall on the date it becomes a Revolving Credit Lender hereunder (or in the case of an existing Revolving Credit Lender, increases its applicable Revolving Credit Commitment) (and as a condition thereto) purchase from the other applicable Revolving Credit Lenders its Commitment Percentage (determined with respect to the Dollar Revolving Credit Lenders’ respective Dollar Revolving Credit Commitments or with respect to the Alternative Currency Revolving Lenders’ respective Alternative Currency Revolving Commitments, as applicable) after giving effect to the increase of the Revolving Credit Commitments of such Class) of any outstanding Dollar Revolving Credit Loans or Alternative Currency Loans, as NAI-5000431466v13 applicable, by making available to the Agent for the account of such other applicable Revolving Credit Lenders, in same day funds, an amount equal to (A) the portion of the outstanding principal amount of such applicable Revolving Credit Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other applicable Revolving Credit Lenders under Section 2.10(f) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such applicable Revolving Credit Loans. The Borrower shall pay to the applicable Revolving Credit Lenders amounts payable, if any, to such Revolving Credit Lenders under Section 4.10 as a result of the prepayment of any such applicable Revolving Credit Loans. (e) Effecting any Incremental Facility under this Section is subject to the following conditions precedent: (x) no Default or Event of Default exists, increase the aggregate amount of the Revolving Credit Commitments by the Company delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the amount of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (i) the aggregate amount of the Revolving Credit Commitments shall not at any time exceed $850,000,000, (ii) any increase of the aggregate amount of the Revolving Credit Commitments shall be in an amount not less than $25,000,000 and (iii) each of the representations and warranties set forth in Section 7 and in the other Loan Documents shall be and remain true and correct in all material respects existence on the effective date of such increase Incremental Facility, (where not already qualified y) the representations and warranties made or deemed made by materiality, otherwise the Borrower or any other Loan Party in all respects), except any Loan Document to the extent the same expressly relate to an earlier date, in which case they such Loan Party is a party shall be true and correct in all material respects (where not already except in the case of a representation or warranty qualified by materiality, otherwise in which case such representation or warranty shall be true and correct in all respects) on the effective date of any such Incremental Facility except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date. The effective date of any Commitment Amount Increase ) and except for changes in factual circumstances permitted hereunder, and (z) the Agent shall be agreed upon by the Company, on behalf have received each of the Borrowersfollowing, in form and the Administrative Agent. Upon the effectiveness thereof, Schedule 1 shall be deemed amended to reflect the increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans, or the existing Lenders shall make such assignments (which assignments shall not be subject substance satisfactory to the requirements set forth in Section 14.11) of the outstanding Loans and L/C Obligations to the Lenders providing the Commitment Amount Increase so that, after giving effect to such assignments, each Lender (including the Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of all outstanding Loans and L/C Obligations. It shall be a condition to such effectiveness that Agent: (i) either no Eurocurrency Loans be outstanding on if not previously delivered to the date Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such Incremental Facility and (B) all corporate or other necessary action taken by each Guarantor authorizing the guaranty of such effectiveness or the Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and Incremental Facility; (ii) unless the Borrowers shall Agent has notified the Borrower that it does not have terminated require delivery of such item, an opinion of counsel to the Borrower, the REIT and the other Guarantors, and addressed to the Agent and the Lenders covering such matters as reasonably requested by the Agent; and (iii) in the case of a Lender that has notified the Agent in writing that it wants to receive Notes, (A) new Revolving Credit Notes, as applicable, executed by the Borrower, payable to any portion such new Revolving Credit Lenders and replacement Revolving Credit Notes, as applicable, executed by the Borrower, payable to any such existing Revolving Credit Lenders increasing any of their Revolving Credit Commitments, in the amount of such Revolving Credit Lender’s Dollar Revolving Credit Commitment and/or Alternative Currency Revolving Commitment, as applicable, at the time of the effectiveness of the applicable increase in the aggregate amount of the Revolving Credit Commitments pursuant to Section 3.7 hereof. The Borrowers agree to pay any reasonable expenses of the Administrative Agent relating applicable Class and/or (B) a new Term Loan Note executed by the Borrower, payable to any Commitment Amount Increase. Notwithstanding anything herein such new Term Loan Lenders making Term Loans in the aggregate amount of such Term Loan Lender’s Term Loans, and replacement Term Loan Notes executed by the Borrower payable to any such existing Term Loan Lenders making additional Term Loans in the aggregate outstanding principal amount of such Term Loan Lender’s Term Loans at the time of the making of such additional Term Loans. (f) In connection with any Incremental Facility, any Lender becoming a party hereto shall (1) execute such documents and agreements as the Agent may reasonably request and (2) in the case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the contraryAgent, no Lender shall have any obligation to increase its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment name, address, tax identification number and/or such other information as shall be increased necessary for the Agent to comply with “know your customer” and anti-money laundering rules and regulations, including, without its written consent theretolimitation, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitmentthe Patriot Act.