Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. After the Restatement Date, the Company may, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.

Increase in Commitments. After the Restatement Date, the The Company may, at any time after the Closing Date by written notice to the Administrative Agent, executed propose an increase in the total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by the Company and one having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or more financial institutions by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (any such financial institution referred to in this Section being called a "Prospective each an “Assuming Lender"”), which may include any Lenderin each case, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not to be unreasonably withheld). Such notice shall specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the amount of the Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (ciii) each Prospective Lender, if not already the date on which such Commitment Increase is to be effective (a Lender hereunder, “Commitment Increase Date”) (which shall become be a party Business Day at least five Business Days after delivery of such notice and 30 days prior to this Agreement by completing and delivering 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 duly executed Accession Agreement. Increases minimum amount of at least $25,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $25,000,000; (iii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $2,000,000,000; (iv) no Default has occurred and new Commitments created pursuant to 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 this Section Agreement and the other Loan Documents shall become effective be true and correct in all material respects (A) or, in the case of Prospective Lenders already parties hereundersuch representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such 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). Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on 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 date specified conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the notice delivered Company and the Administrative Agent, pursuant to this Section 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 Commitment, as applicable), duly executed by each such Lender and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on Borrowers and acknowledged by the effective date of the Accession AgreementAdministrative Agent. Upon the effectiveness Administrative Agent’s receipt of any Accession Agreement a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to which any Prospective Lender is a partythe Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Prospective Lender shall thereafter be deemed Borrower immediately prior to be a party giving effect to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder the relevant Commitment Increase in accordance with Section 2.08 and (ii) Schedule 2.01 at such Borrower’s option in accordance with this Agreement, such Borrower may request to borrow new Loans from all the Lenders (including, if applicable, any Assuming Lender) such that, after giving effect thereto, the Loans are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment sole discretion of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.

Increase in Commitments. After The Company shall have the Restatement Date, right at any time to increase the Company may, by written notice aggregate Commitments hereunder to the Administrative Agent, executed extent that the sum of the aggregate Commitments hereunder do not exceed $2,750,000,000 by the Company and adding to this Agreement one or more financial institutions other banks (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any LenderBank, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount consent of the commitments under the Five-Year Credit Agreementsuch Bank, shall in no event exceed US$400,000,000, (beach such bank an “Additional Bank”) each Prospective Lender, if not already a Lender hereunder, shall be subject to with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) ), each of which Additional Banks shall have entered into an agreement in form and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party substance satisfactory to this Agreement by completing the Company and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section which such Additional Bank shall become effective undertake a Commitment (Aif any such Additional Bank is a Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder) which such Commitment shall be in an amount at least equal to $10,000,000 or a larger multiple of $1,000,000, and upon the case effectiveness of Prospective Lenders already parties hereunder, on such agreement (the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement such agreement being hereinafter referred to which any Prospective Lender is a party, (ias the “Increased Commitment Date”) such Prospective Lender Additional Bank shall thereafter be deemed to be thereupon become a party to “Bank” for all purposes of this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no the increase in the aggregate Commitments hereunder pursuant to this Section 2.11 shall not be effective unless: (or in i) the Commitment Company shall have given the Administrative Agent notice of any Lendersuch increase at least 3 Business Days prior to any such Increased Commitment Date; (ii) no Default or Event of Default shall become effective under this Section unless, on have occurred and be continuing as of the date of such increasethe notice referred to in the foregoing clause (i) or on the Increased Commitment Date; and (iii) if any Syndicated Loan shall be outstanding hereunder, the conditions set forth Company shall have borrowed from each of the Additional Banks, and the Additional Banks shall have made, Syndicated Loans to the Company (in paragraphs (bthe case of Syndicated Eurodollar Loans, with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)), and (cnotwithstanding the provisions of Section 4.02 hereof requiring that borrowings and prepayments be made ratably in accordance with the principal amounts of the Syndicated Loans held by the Banks) the Company shall have prepaid Syndicated Loans held by the other Banks in such amounts as may be necessary, so that after giving effect to such Loans and prepayments, the Syndicated Loans (and Interest Period(s) of Section 4.03 Syndicated Eurodollar Loan(s)) shall be satisfied held by the Banks pro rata in accordance with the respective amounts of their Commitments (with all references in such paragraphs as so increased). Promptly following any increase of Commitments pursuant to a Borrowing being deemed to be references to such increase) and this Section, the Administrative Agent shall have received a certificate provide notice thereof to that effect dated such date and executed by a Financial Officer each of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Banks.

Increase in Commitments. After (a) Following the Restatement Effective Date, the Company mayBorrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by written notice to the Administrative Agent, executed Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Company Borrower and one or more financial institutions reasonably acceptable to the Administrative Agent (any the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such financial institution referred increase is to in this Section being called a "Prospective Lender"be effective (the “Commitment Increase Date”), which may include any Lender, cause shall be a Business Day at least five (5) days after delivery of such notice and prior to the Commitments of the Prospective Lenders to be increased Multi-Year Facility Commitment Termination Date; provided that: (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (ai) the minimum aggregate amount of the Lenders' Commitments each Commitment Increase shall be $10,000,000; (ii) immediately after giving effect to such increaseCommitment Increase, together with the aggregate amount Multi-Year Facility Commitments hereunder shall not exceed $850,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and (iv) the representations and warranties contained in Article III shall be true and correct in all material respects on and as of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, Commitment Increase Date as if made on and as of such date (b) each Prospective Lenderor, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) any such representation and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender warranty is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed expressly stated to have been amended to reflect the Commitment of the additional Lender made as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunderspecific date, Schedule 2.01 such representation and warranty shall be deemed to have been amended to reflect the increased Commitment true and correct in all material respects on and as of such Lenderspecific date). Notwithstanding the foregoing, no nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the aggregate Commitments Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (or in b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Lender) Increasing Lender and any such Assuming Lender shall become effective under this Section unless, on the date be increased as of such increase, the conditions set forth in paragraphs Commitment Increase Date; provided that: (bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to that effect dated such date Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a Financial Officer copy of such confirmation to the CompanyBorrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Following Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any increase of agreement with respect to a Lender's Commitment Increase on or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such increase Commitment Increase promptly on such date by facsimile transmission or extension shall continue outstanding until electronic messaging system. On the ends date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the respective Interests Periods applicable theretoAdministrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and shall then be repaid or refinanced with new Standby Loans made pursuant (iii) pay to Sections 2.01 and 2.05the Lenders the amounts, if any, payable under Section 2.16.

Increase in Commitments. After the Restatement Date(a) So long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Company may, by written upon notice to the Administrative Agent, executed by at any time after the Company Closing Date, the Borrower may request Additional Term B Commitments or Additional Revolving Credit Commitments (it being understood and one or more financial institutions agreed that (i) at the election of the Borrower, such additional commitments in respect of any term loans may be implemented through the addition of additional new tranches of such loans instead of being implemented as increases in the applicable Commitments and (ii) if the Borrower makes such election, the provisions of this Section 2.14 shall be read in a manner that permits such election to be implemented; provided that the Borrower is only permitted to implement four additional commitments under this Section 2.14; provided further that (i) after giving effect to any such financial institution referred to in this Section being called a "Prospective Lender")addition, which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of Additional Term B Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $200,000,000, plus in the Lenders' case of an Additional Revolving Credit Commitment that serves to effectively extend the maturity of the Revolving Credit Facility, an amount equal to the reduction in the Revolving Credit Facility, (ii) any such addition shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Additional Term B Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Term B Loans shall be no earlier than the Maturity Date for the Term B Loans, (iv) the weighted average life to maturity of the Additional Term B Loans shall be no shorter than the remaining weighted average life to maturity of the Term B Loans, (v) in the case of an Additional Revolving Credit Commitment, the maturity date of such Additional Revolving Credit Commitment shall be no earlier than the Maturity Date applicable to the Revolving Credit Facility, and such Additional Revolving Credit Commitment shall require no scheduled amortization or mandatory commitment reduction prior to such Maturity Date and such Additional Revolving Credit Commitment shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Credit Facility, (vi) no Lender shall be required to participate in the Additional Term B Commitments or the Additional Revolving Credit Commitments, (vii) the interest rate and amortization schedule applicable to the Additional Term B Commitments shall be determined by the Borrower and the lenders thereof; provided that in the event that the interest margins applicable to any such Additional Term B Commitments is greater than the interest margins for the Term B Facility by more than 25 basis points, then the interest margins for the Term B Facility shall be increased to the extent necessary so that the interest margins for such Additional Term B Commitments are no more than 25 basis points greater than the interest margins for the Term B Facility; provided, further, that, in determining the applicable interest rate margins for such Additional Term B Commitments and the Term B Facility, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders under the Term B Facility or any Additional Term B Commitments in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (B) customary arrangement or commitment fees payable to any of the Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their Affiliates) of any Additional Term B Commitments shall be excluded, and (C) if such Additional Term B Commitments include an interest rate floor greater than the interest rate floor applicable to the Term B Facility, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the interest margins for the Term B Facility shall be required, to the extent an increase in the interest rate floor for the Term B Facility would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest margins for the Term B Facility) applicable to the Term B Facility shall be increased by such amount and (viii) the Additional Term B Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans. (b) If any Additional Term B Commitments or Additional Revolving Credit Commitments are added in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Additional Commitments Effective Date”) of such addition. Additional Term B Loans may be made, and Additional Revolving Credit Commitments may be provided, by any existing Lender (and each existing Term B Lender will have the right, but not an obligation, to make a portion of any Additional Term B Loans and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Credit Commitments, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Additional Revolving Credit Commitments if such consent would be required under Section 10.06(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Lender. As a condition precedent to such addition, 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 such increase, together (i) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Additional Commitments Effective Date, except to the extent 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 except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (ii) no Default or Event of Default exists immediately before or immediately after giving effect to such addition, and (iii) after giving effect to the making of Additional Term B Loans or Additional Revolving Credit Loans, as applicable, and on a Pro Forma Basis (and with respect to any Additional Revolving Credit Loans, in the case of clause (B), assuming the Revolving Credit Facility is fully drawn), (A) the Borrower is in compliance with the aggregate amount covenants set forth in Section 7.11, as of the commitments under most recently completed period for which the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, financial statements required by Section 6.01(a) and (b) each Prospective Lender, if were required to be delivered and (B) the Consolidated Senior Secured Leverage Ratio shall not already a Lender hereunder, shall be subject exceed 3.00 to 1.00 on the approval last day of the Administrative Agent (most recent fiscal quarter for which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created financial statements have been delivered pursuant to this Section shall become effective 6.01. On each Additional Commitments Effective Date, each applicable Lender or other Person which is providing an Additional Term B Commitment or an Additional Revolving Credit Commitment (Ai) in the case of Prospective Lenders already parties hereunderany Additional Revolving Credit Commitment, on shall become a “Revolving Credit Lender” for all purposes of this Agreement and the date specified in the notice delivered pursuant to this Section other Loan Documents and (Bii) in the case of Prospective any Additional Term B Commitment, shall make an Additional Term B Commitment to the Borrower in a principal amount equal to such Lender’s or Person’s Additional Term B Commitment. Any Additional Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender Credit Loan shall thereafter be deemed to be a party to “Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents. The Borrower shall be entitled prepay any Revolving Credit Loans outstanding on the Additional Commitments Effective Date with respect to all rights, benefits any Additional Revolving Credit Commitment (and privileges accorded a Lender hereunder pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments. (c) Any other terms of and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided documentation entered into in such Accession Agreement. Upon the effectiveness respect of any increase Additional Term B Loans made or any Additional Revolving Credit Commitments provided, in each case pursuant to this Section 2.14, shall be consistent with the Term B Loans or the Revolving Credit Commitments, as the case may be, (including with respect to voluntary and mandatory prepayments), other than as contemplated by Sections 2.14(a)(iii), (iv) or (vii) above; provided that such other terms and documentation in respect of any Additional Term B Loans may be materially different from those of the Term B Loans to the extent such difference shall be reasonably satisfactory to the Administrative Agent. Any Additional Term B Loans or Additional Revolving Credit Commitments, as applicable, made or provided pursuant to this Section 2.14 shall be evidenced by one or more entries in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect accounts or records maintained by the increased Commitment of such Lender. Notwithstanding Administrative Agent in accordance with the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions provisions set forth in paragraphs Section 2.11. (bd) and (c) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. Notwithstanding any other provision of Section 4.03 shall any Loan Document, the Loan Documents may be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and amended by the Administrative Agent shall have received a certificate and the Loan Parties, if necessary, to that effect dated such date and executed by a Financial Officer of provide for terms applicable to each Additional Term B Commitment and/or Additional Revolving Credit Commitment, as the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05case may be.

Increase in Commitments. After (a) Subject to the Restatement Dateterms and conditions set forth herein, the Company mayBorrower shall have the right, without the consent of the Lenders, the Administrative Agent or the Issuing Banks, to cause from time to time an increase in the total amount of the Commitments (a “Commitment Increase”) by written notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, executed Agent and the Issuing Banks (each a “CI Lender”) or by the Company and allowing one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective existing Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, increase their respective Commitments; provided, however, that (ai) no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the aggregate total amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000$3,000,000,000, (biii) each Prospective no Lender, if not already a Lender hereunder, ’s Commitment shall be subject to the approval of the Administrative Agent increased without such Lender’s prior written consent (which approval shall not consent may be unreasonably withheldgiven or withheld in such Lender’s sole and absolute discretion) and (civ) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunderif, on the effective date of such increase, any Loans have been funded, then the Accession AgreementBorrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans. (b) Any Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.9 attached hereto. Upon The Administrative Agent shall give prompt notice to each Issuing Bank of its receipt of a Notice of Commitment Increase. Once the effectiveness Notice of any Accession Agreement Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice or on another date agreed to which any Prospective Lender is a partyby the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Prospective CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender shall thereafter be deemed to be a party the Borrower pursuant to this Agreement and shall be entitled to all rightson such Commitment Increase Effective Date, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 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 deemed 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 been amended the following meanings: (1) “New Funds Amount” means the amount equal to reflect the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the total amount of the Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant outstanding Loans immediately prior to this Section in giving effect to the Commitment Increase, if any, as of a Lender already a party hereunder, Schedule 2.01 shall be deemed Commitment Increase Effective Date (without regard to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no any increase in the aggregate Commitments (or in principal amount of Loans as a result of borrowings made after giving effect to the Commitment 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 after giving effect to such Commitment Increase; and (3) “Reduction Amount” means the 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 Lender) shall become effective under this Section unless, borrowings made on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that Commitment Increase Effective Date after giving effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Commitment Increase).

Increase in Commitments. After (a) The Borrower may on up to two occasions at any time not later than three months prior to the Restatement Maturity Date, the Company may, by written notice to the Administrative Agent, executed by Agent (which shall promptly deliver a copy to each of the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"Lenders), which may include request that the total Commitments be increased by an amount that will not result in the total Commitments under this Agreement exceeding $100,000,000 minus the amount of any Lender, cause reduction of the Commitments of the Prospective Lenders pursuant to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender Section 2.08. Such notice shall set forth in such notice, provided, however, that (ai) the aggregate amount of the Lenders' Commitments after giving effect to such increaserequested increase in the total Commitments, together with (ii) the aggregate amount name of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, Person (b) each Prospective Lender, if not already a Lender hereunder, who shall be subject to the approval of a bank or other financial institution approved by the Administrative Agent (which Agent, such approval shall not to be unreasonably withheld) who has agreed to become a Lender or, if currently a Lender, the amount of the increase in its Commitment, (iii) the date on which such increase is requested to become effective (which shall be not less than 5 days after the date of such notice and (civ) each Prospective the amount of all proposed fees payable to such new or existing Lender, if and (v) any proposed increase in the Applicable Rate. Any increase in the Applicable Rate shall be effective as to all Loans. Any Lender increasing its Commitment is herein called an “Increasing Lender” and any Lender not already increasing its Commitment is herein called a “Non-Increasing Lender”. Each other Person providing all or any portion of the increased Commitment is herein called an “Augmenting Lender”. Each Increasing Lender and Augmenting Lender shall execute all such documentation as the Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section clause (a) shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lenderparagraph. Notwithstanding the foregoing, no increase in the aggregate total Commitments (or in the Commitment of any Lender) shall become effective under this Section paragraph unless, (i) on the date of such increase, the conditions representations and warranties of the Borrower set forth in paragraphs (b) and (c) of Section 4.03 this Agreement shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to true and correct and no Default shall have occurred and be references to such increase) continuing, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of a Lender's Commitment or any extension the Lenders) documents consistent with those delivered on the Effective Date under clauses (c) and (d) of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior Section 4.01 as to the effectiveness of such increase or extension shall continue outstanding until the ends corporate power and authority of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant Borrower to Sections 2.01 and 2.05borrow hereunder after giving effect to such increase.

Increase in Commitments. After the Restatement Date, the Company may, (a) The Borrower may by written notice to the Administrative Agent, executed by Agent elect to seek (x) commitments (“Additional Revolving Credit Commitments”) to increase the Company and Revolving Credit Commitments and/or (y) commitments (“Additional Term Commitments”) to increase the aggregate principal amount of any existing Class of Term Loans or to establish one or more financial institutions new Classes of Term Loans; provided that: (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (ai) the aggregate amount of all Additional Commitments shall not exceed the Lenders' 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 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 exceed 3.75:1.00 and 6.50:1.00, respectively (this clause (C), the “Incremental Ratio Exception”); (ii) any such increase or any new Class shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $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 contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Additional Commitments Effective Date, except to the extent 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 except that for purposes of this Section 2.16(b), the representations and warranties contained in Section 5.05(a) shall be deemed to refer to the most recent financial statements furnished pursuant to subsection (a) of Section 6.01 and (ii) no Default or Event of Default exists. On each Additional Commitments Effective Date with respect to any Additional Term Commitment, each Person with an Additional Term Commitment shall make an Additional Term Loan to the 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 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans 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 after giving effect to such increaseAdditional Revolving Credit Commitments shall make such Revolving Credit Loans in accordance with Section 2.01(b). (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), together other than as contemplated by Section 2.16(a)(iii), (iv), (v), (vii), (viii) or (ix) above; provided that to the extent such other terms and documentation in respect of any Additional Term Loans are not consistent with the aggregate amount those of the commitments under Term B Loans (except to the Five-Year Credit Agreement, shall in no event exceed US$400,000,000extent permitted by Section 2.16(a)(iii), (biv), (v), (vii), (viii) each Prospective Lender, if not already a Lender hereunder, or (ix) above) they shall be subject reasonably satisfactory to the approval 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 amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16. (which approval e) This Section 2.16 shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering supersede any provisions in Section 2.13 or Section 11.01 to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05contrary.

Increase in Commitments. After (a) The Borrower shall have the Restatement Dateright, and prior to the Company may, date sixty (60) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, executed to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by the Company and having one or more financial institutions existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver Commitment hereunder one or more Persons that are not already Lenders (each, an “Additional Lender”), or a combination thereof, provided that (i) any such financial institution request for a Commitment Increase shall be in a minimum amount of $20,000,000, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Revolver Commitments shall not exceed $200,000,000 and (z) the aggregate of all Commitment Increases effected shall not exceed $100,000,000, (iii) no Default or Event of Default shall 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, (v) no Commitment Increase shall be effective until the Administrative Agent has consented to such Commitment Increase in writing which consent may not be unreasonably withheld; and (vi) 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 fifteen (15) Domestic 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 such existing Lender provides written notice of its election to participate within fifteen (15) Domestic Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the Commitment Increase. 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 BB&T, 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. (b) Each Additional Lender must qualify as an Eligible Assignee (the selection of which shall include the prior approval of the Administrative 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 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 Revolver Commitment adjustments referred to in Section 2.14(e). (c) If the aggregate Revolver Commitments are increased in accordance with this Section being called a "Prospective Lender"2.14, 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 may include any Lender, cause shall be a Domestic Business Day not less than thirty (30) days prior to the Commitments Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Prospective Lenders to be increased Commitment Increase Date. (or cause Commitments to be extended by the Prospective Lenders, as the case may bed) in an amount for each Prospective Lender Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 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 Increasing Lender (if any) and Additional Lender (if any), 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 noticeother modifications, provideddocuments or items as the Administrative Agent, howeversuch Lenders or their counsel may reasonably request; (B) an instrument, duly executed by each Borrower and each Guarantor, if any, acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party; (C) a certificate of the secretary or an assistant secretary of the Borrower and 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 of each Borrower, certifying that (ax) the aggregate amount as of the Lenders' Commitments 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 (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 increaseCommitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), together the Borrower is in compliance with the aggregate amount 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 commitments under proceeds thereof); (E) an opinion or opinions of counsel for the Five-Year Credit AgreementBorrower and the Guarantors, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject form satisfactory to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lendercovering such matters as Administrative Agent may reasonably request, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering addressed to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section the Lenders, together with such other documents, instruments and certificates as the Administrative Agent shall become effective have reasonably requested; and (AF) in such other documents or items that the Administrative Agent, such Lenders or their counsel may reasonably request. (ii) In the case of Prospective Lenders already parties hereunderany Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, on the date specified applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied. (e) On the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a partyCommitment Increase Date, (i) such Prospective Lender the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rightsrepaid, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have been made new Borrowings of Revolver 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 in accordance with Section 2.01(a), (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 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 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 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 shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolver 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 (vii) the signature pages hereto shall be amended to reflect the Commitment Revolver Commitments of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant all Lenders after giving effect to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be Increase. The deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans payments made pursuant to Sections 2.01 and 2.05clause (i) above in respect of each Tranche Euro-Dollar Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. After (a) The Company shall have the Restatement Dateright, at any time and from time to time after the Company may, Closing Date but prior to the date 30 days prior to the Commitment Termination Date by written notice to and in consultation with the Administrative Agent, executed to request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by the Company and having one or more financial institutions 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 financial institution referred to request for a Commitment Increase shall be in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate minimum amount of the Lenders' Commitments $25,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) immediately after giving effect to such increaseany Commitment Increase, together with the aggregate amount of all Commitment Increases effected after the commitments under 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 the Five-Year Credit Agreement, shall Company unless it agrees in no event exceed US$400,000,000, its sole discretion to do so. (b) each Prospective Lender, if not already a Each Additional Lender hereunder, shall be subject to must qualify as an Eligible Assignee (the approval of which by the Administrative Agent (which approval Agent, the Swingline Lender and the Fronting Bank shall not be unreasonably withheldwithheld or delayed) and (c) the Borrowers and each Prospective Lender, if not already Additional Lender shall execute a Lender hereunderJoinder Agreement together with all such other documentation as the Administrative Agent and the Borrowers may reasonably require, shall become a party to this Agreement by completing all in form and delivering substance reasonably satisfactory to the Administrative Agent and the Borrowers, to evidence the Commitment of such Additional Lender and its status as a duly executed Accession Agreement. Increases Lender hereunder. (c) If the aggregate Commitments are increased in accordance with this Section, the Administrative Agent and new Commitments created pursuant to this Section the Borrowers shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on 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 Borrowers and the Lenders of the Accession Agreementfinal allocation of such increase and the Commitment Increase Date. Upon The Administrative Agent is hereby authorized, on behalf of the effectiveness of Lenders, to enter into any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party amendments to this Agreement and the other Credit Documents as the Administrative Agent shall be entitled reasonably deem appropriate to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and effect such Commitment Increase. (iid) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided Notwithstanding anything set forth in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing2.21, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under pursuant to this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 2.21 shall be satisfied effective unless: (with all references in such paragraphs to a Borrowing being deemed to be references to such increasei) and the 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 Borrowers pursuant to Section 2.21(b); (B) an instrument, duly executed by each Borrower and the Guarantor, acknowledging and reaffirming its obligations under this Agreement and the other Credit Documents; (C) a certificate of the secretary or an assistant secretary of each Borrower, certifying to that effect dated and attaching the resolutions adopted by the board of directors (or similar governing body) of such date and executed by Borrower approving or consenting to such Commitment Increase; (D) a Financial certificate of an Authorized Officer of the Company. Following , certifying that (y) as of the Commitment Increase Date, all representations and warranties of the Borrowers contained in this Agreement and the other Credit Documents are true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects), both immediately before and after giving effect to the Commitment Increase and any increase 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 Lender's specific date, in which case such representation or warranty is true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects), in each case as of such date), 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 or any extension Letters of Credit issued in connection therewith and the application of the proceeds thereof); (ii) If there is a non-ratable increase in the aggregate Commitments, each outstanding Syndicated Letter of Credit shall have been amended giving effect to the reallocation of the Commitments 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 reallocated Commitments; and (iii) The conditions precedent set forth in Section 3.2 shall have been satisfied. (e) On the Commitment pursuant Increase Date, to this paragraphthe extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Commitments, any Standby (i) all then outstanding Revolving Loans outstanding prior (the “Outstanding Loans”) shall, to the extent not then maintained as Base Rate Loans, automatically be converted into Base Rate Loans, (ii) immediately after the effectiveness of the Commitment Increase, each Borrower may, if it so requests, convert any such increase or extension Base Rate Loans into SOFR Loans in the amounts 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 continue outstanding until pay to the ends 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 Outstanding Loans and (z) such ▇▇▇▇▇▇’s Ratable Share, calculated without giving effect to the Commitment Increase, of the Outstanding 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 Ratable Share, calculated without giving effect to the Commitment Increase, of the Outstanding Loans and (z) such Lender’s Ratable Share, calculated after giving effect to the Commitment Increase, of the amount of the Outstanding Loans, (v) the Lenders shall be deemed to hold the Outstanding Loans ratably in accordance with their respective Interests Periods applicable Commitment (calculated after giving effect to the Commitment Increase), (vi) each Borrower shall pay all accrued but unpaid interest on the Outstanding Loans as of the Commitment Increase Date to the Lenders entitled thereto, and (vii) Schedule 1.1(a) shall then automatically be repaid or refinanced with new Standby amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of SOFR Loans made pursuant to Sections 2.01 and 2.05clause (i) above shall be subject to indemnification by the applicable 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. After The Borrower may, from time to time, on any Business Day prior to the Restatement Termination Date, increase the Company may, aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative AgentAgent at least five (5) Business Days prior to the desired effective date of such increase (each such increase, executed by the Company and a “Commitment Amount Increase”) identifying one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective additional Lenders to be increased (or cause additional Commitments 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 be extended by any Commitment Amount Increase, a “Commitment Amount Increase Lender”)) and the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, of its Commitment (or additional amount of its Commitment(s)); provided, however, that (ai) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldincreased by an amount in excess of $500,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the time of the request or the effective date of such Commitment Amount Increase, and (civ) each Prospective Lender, if all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already a Lender hereunderqualified by materiality or Material Adverse Effect, shall become a party to this Agreement by completing otherwise in all respects) at the time of such request and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of such Commitment Amount Increase (except to the Accession Agreementextent 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 date). The effective date of a Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a partyCommitment Amount Increase, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a each Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding immediately prior to the effectiveness of such increase or extension shall continue Commitment Amount Increase will automatically and without further act be deemed to have assigned to each relevant Commitment Amount Increase Lender, and each 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 until the ends Letters of Credit and Swing Loans, if applicable, such that, after giving effect to each 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 Interests Periods applicable 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 (including the Commitment Amount Increase Lenders) 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 agreed that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. It shall be a condition to such effectiveness that the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase 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 Commitment and no Lender’s Commitment shall be increased without its consent thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant each Lender may at its option, unconditionally and without cause, decline to Sections 2.01 and 2.05increase its Commitment.

Increase in Commitments. After the Restatement Date, the Company mayHowmet may from time to time, by written notice to the Administrative Agent, executed by the Company Howmet and one or more financial institutions (any such financial institution referred to in this Section being called a "“Prospective Lender"”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, ; provided, however, that (ai) the amount of any such increase in the Commitments shall be no less than $25,000,000, (ii) the sum of the aggregate amount of increases in Commitments under this Section 2.20, during the Lenders' Commitments after giving effect to such increase, together with the aggregate amount term of the commitments under the Five-Year Credit this Agreement, shall in no event not exceed US$400,000,000$500,000,000, (biii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunderhereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 2.01(a) shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 2.01(a) shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unlessunless (i) the Administrative Agent shall have received (A) a written opinion reasonably satisfactory to the Administrative Agent and the Lenders of Delaware counsel, as Counsel of Howmet, addressed to the Administrative Agent and the Lenders and (B) documents consistent with those delivered under paragraph (a) of Section 4.04 as to the corporate power and authority of Howmet to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyHowmet. Following any increase of a Lender's ’s Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Interest Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that of the Loans being refinanced. Notwithstanding anything to the contrary in this Agreement, no Lender shall be required to be a Prospective Lender.

Increase in Commitments. After (a) So long as no Default or Event of Default exists or would arise therefrom, the Restatement Lead Borrower shall have the right, at any time and from time to time after the Closing Date, to request an increase of the Company mayaggregate of the then outstanding Commitments by an amount not to exceed in the aggregate $75,000,000. 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 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 written notice to the Lead Borrower, the Administrative Agent, executed in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Company Lead Borrower) to become a Lender hereunder and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) issue commitments in an amount for equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each Prospective such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender set forth in such noticeincreasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (ai) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000Lead Borrower, (bii) each Prospective Lender, if any Additional Commitment Lender which is not already a an existing Lender hereunder, shall be subject to the approval of the Administrative Agent Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld) withheld or delayed), and (ciii) each Prospective Lenderwithout the consent of the Administrative Agent, if not already 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 Lender hereunder, 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 following conditions have been satisfied or waived: (i) If a party Cash Dominion Event then exists, the Loan Parties shall have demonstrated, to this Agreement by completing the reasonable satisfaction of the Administrative Agent, that both before and delivering after giving effect to such Commitment 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 a duly executed Accession Agreement. Increases as the Lead Borrower and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective such Additional Commitment Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate agree; (iv) The Borrowers shall deliver to that effect 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 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 executed by a Financial Officer 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 Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior foregoing. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such increase or extension effectiveness 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 continue outstanding until be increased by the ends 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 respective Interests Periods applicable theretoLenders 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 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 shall then obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be repaid or refinanced with new Standby 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 made pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Commitments pursuant to Sections 2.01 this SECTION 2.02), and 2.05(ii) the Borrowers shall pay to the Lenders any costs of the type referred to in SECTION 2.16(b) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrowers provided for in this SECTION 2.02, the Administrative Agent and the Lenders agree that they will use their best efforts to attempt to minimize the 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 in the Commitments.

Increase in Commitments. After (a) No more than two times after the Restatement Closing Date but prior to the Termination Date, the Company mayBorrower shall have the right, at any time and from time to time, by written notice to and in consultation with the Administrative Agent, executed to request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by the Company and having one or more financial institutions 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 financial institution referred to request for a Commitment Increase shall be in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate minimum amount of the Lenders' Commitments $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (ii) immediately after giving effect to such increaseany Commitment Increase, together with (y) the aggregate amount Commitments shall not exceed $50,000,000 and (z) the aggregate of all Commitment Increases effected after the commitments under Closing Date shall not exceed $20,000,000, and (iii) no existing Lender shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by the Five-Year Credit Agreement, shall Borrower unless it agrees in no event exceed US$400,000,000, its sole discretion to do so. (b) each Prospective Lender, if not already a Each Additional Lender hereunder, shall be subject to must qualify as an Eligible Assignee (the approval of which by the Administrative Agent (which approval shall not be unreasonably withheldwithheld or delayed) and (c) the Borrower and each Prospective Lender, if not already Additional Lender shall execute a Lender hereunderJoinder Agreement together with all such other documentation as the Administrative Agent and the Borrower may reasonably require, shall become a party to this Agreement by completing all in form and delivering substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Commitment of such Additional Lender and its status as a duly executed Accession Agreement. Increases and new Lender hereunder. (c) If the aggregate Commitments created pursuant to are increased in accordance with this Section 2.20, the Administrative Agent and the Borrower shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Accession Agreementfinal allocation of such increase and the Commitment Increase Date. Upon The Administrative Agent is hereby authorized, on behalf of the effectiveness of Lenders, to enter into any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party amendments to this Agreement and the other Credit Documents as the Administrative Agent shall be entitled reasonably deem appropriate to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and effect such Commitment Increase. (iid) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided Notwithstanding anything set forth in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in 2.20 to the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoingcontrary, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension Section 2.20 shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.effective unless:

Increase in Commitments. After the Restatement Date, the Company may, (a) The Borrower may by 10 Business Days’ written notice to the Administrative AgentAgent request, executed by the Company and on one or more financial institutions occasions, the establishment of one or more increased or new Commitments (any each, an “Incremental Commitment”). Each such financial institution referred to in this Section being called a "Prospective Lender")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 may include shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom Borrower proposes any Lender, cause portion of such increased or new Commitments be allocated and the Commitments amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the Prospective Lenders increased or new Commitments may elect or decline, in its sole discretion, 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) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be increased made on the Increase Effective Date; (or cause Commitments to be extended by ii) on the Prospective LendersIncrease Effective Date, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to the making of any Loans pursuant to the Incremental Commitments (each such increaseLoan an, together “Incremental Loan”), Borrower shall be in pro forma compliance with the aggregate amount covenant set forth in Section 7.12(a) as of the commitments under most recently completed Quarterly Testing Date; (iii) the Five-Year Credit AgreementAdministrative Agent shall have received an Incremental Amendment in form and substance reasonably satisfactory to the Administrative Agent and consistent with the provisions of this Section 2.12 (which, notwithstanding anything in Section 10.01 to the contrary, shall not require the consent of any Lender other than the Lenders providing the Incremental Commitments); and (iv) all fees and expenses owing in no event exceed US$400,000,000, respect of such increase to the Administrative Agent and the Lenders shall have been paid. (bc) each Prospective Lender, if not already a Lender hereunder, The terms and provisions of the Incremental Loans shall be subject as follows: (i) the covenants, representations and warranties and events of default applicable to any Incremental Loans shall be substantially similar to those applicable to the approval then outstanding loans under this Agreement and the Existing Term Loan Agreement (except for covenants and other provisions applicable only to the periods after the latest Maturity Date then in effect); provided, that this clause (i) shall not apply to covenants, representations and warranties and events of default which are more favorable to the lenders providing the Incremental Loans than the Lenders or the Existing Term Loan Lenders if, simultaneously with the effectiveness of such Incremental Loans, this Agreement and the Existing Term Loan Agreement are amended in such a manner as shall make the applicable provisions thereof similarly more favorable to the Lenders and the Existing Term Loan Lenders; (ii) the weighted average life to maturity of any Incremental Loans shall be no shorter than the weighted average life to maturity of the existing Loans; and (iii) the maturity date of any Incremental Loans shall not be earlier than the latest Maturity Date then in effect, and after giving effect to the incurrence of such Incremental Loans, no more than four Maturity Dates may be in effect hereunder. Notwithstanding Section 10.01 or anything in this Agreement or any other Loan Document to the contrary, the Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.12. (d) On any Increase Effective Date on which approval shall not be unreasonably withheld) and (c) each Prospective LenderIncremental Commitments for Incremental Loans are effective, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering subject to the Administrative Agent a duly executed Accession Agreement. Increases satisfaction of the foregoing terms and new conditions, each Lender of such Incremental Commitment shall make an Incremental Loan to Borrower in an amount equal to its Incremental Commitment. (e) The Loans and Commitments created established pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunderconstitute Loans and Commitments under, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rightsthe benefits afforded by, benefits this Agreement and privileges accorded a Lender hereunder the other Loan Documents, and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereundershall, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding without limiting the foregoing, no increase in benefit equally and ratably from the aggregate Commitments (or in Guaranty and security interests created by the Commitment of Collateral Documents. The Restricted Persons shall take any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and actions reasonably required by the Administrative Agent shall have received a certificate to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness establishment of any such increase or extension shall continue Loans and Commitments substantially similar to those applicable to the then outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Loans.

Increase in Commitments. After (a) Subject to the Restatement Dateterms and conditions set forth herein, the Company may, by written notice Borrower shall have the right to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred cause from time to time an increase in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders by up to $150,000,000 in the aggregate (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Global Administrative Agent and the Australian Administrative Agent (which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to be increased increase their respective Commitments (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, a “CI Lender”); provided, however, that (ai) at the aggregate time of the Commitment Increase, no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the total amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000U.S.$450,000,000, (biii) each Prospective no Lender, if not already a Lender hereunder, ’s Commitment shall be subject to the approval of the Administrative Agent increased without such Lender’s prior written consent (which approval shall not consent may be unreasonably withheldgiven or withheld in such Lender’s sole and absolute discretion), (iv) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunderif, on the effective date of such increase, any Loans have been funded, then the Accession AgreementBorrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Australian Administrative Agent. (b) Any Commitment Increase must be requested by written notice from the Borrower to the Global Administrative Agent and the Australian Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit I attached hereto. Upon Once the effectiveness Notice of any Accession Agreement 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 less than five (5) Business Days after receipt by the Global Administrative Agent and the Australian Administrative Agent) or on another date agreed to which any Prospective Lender is a partyby the Global Administrative Agent, the Australian Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Australian Administrative Agent such Prospective CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender shall thereafter be deemed to be a party the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Australian 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 entitled responsible to all rightspay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) Each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness (i) the Global Administrative Agent and the Australian Administrative Agent shall record in its records the CI Lender’s information as provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire in form satisfactory to the Global Administrative Agent and the Australian Administrative Agent that shall be executed and delivered by each CI Lender to the Global Administrative Agent and the Australian Administrative Agent on or before the Commitment Increase Effective Date, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 2.1 hereof shall be deemed amended and restated to have been amended set forth all Lenders (including any CI Lenders) that will be Lenders hereunder after giving effect to reflect the such Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 Increase (which shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) Annex I to the applicable Notice of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increaseCommitment Increase) and the Australian Administrative Agent shall have received distribute to each Lender (including each CI Lender) a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness copy of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable theretoamended and restated Schedule 2.1, and (iii) each CI Lender identified on the Notice of Commitment Increase for such Commitment Increase shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05a “Lender” for all purposes under this Agreement.

Increase in Commitments. After the Restatement Date, the Company may, (a) The Borrower may by written notice to the Administrative Agent, executed by Agent elect to seek commitments (“Additional Revolving Credit Commitments”) to increase the Company and one or more financial institutions Revolving Credit Commitments; provided that: (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (ai) the aggregate amount of all Additional Revolving Credit Commitments shall not exceed $500,000,000; (ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the Lenders' limit set forth in the preceding clause (i); (iii) the Additional Revolving Credit Commitments shall be on the same terms as the Revolving Credit Commitments then outstanding with the Latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Revolving Credit Commitments may have a higher Applicable Rate than the outstanding Revolving Credit Commitments with the Latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Revolving Credit Commitments with the Latest Maturity Date is automatically increased such that it is equal to the Applicable Rate for the Additional Revolving Credit Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Revolving Credit Commitments (in such capacity, an “Additional Revolving Credit Commitment Lender”); and (iv) no existing Lender shall be required to provide any Additional Revolving Credit Commitments. (b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Revolving Credit 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 an Eligible Assignee (for this purpose treating a Lender of Additional Revolving Credit Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Revolving Credit Commitments and the portion of the Additional Revolving Credit Commitment to be provided by each such Person. As a condition precedent to the effectiveness of any Additional Revolving Credit 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 Revolving Credit Commitments (and assuming full utilization thereof), subject to Section 1.08(b), the conditions in Section 4.02(a) and (b) are satisfied. 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 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable 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 Lenders after giving effect to such increase, together Additional Revolving Credit Commitments shall make such Revolving Credit Loans in accordance with the aggregate amount of the commitments under the Five-Year Section 2.01. (c) The Additional Revolving Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, Commitments shall be subject documented by an Additional Credit Extension Amendment executed by each Additional Revolving Credit Commitment Lender providing the Additional Revolving Credit 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 amendments to this Agreement and the approval other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. (which approval d) This Section 2.14 shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering supersede any provisions in Section 2.13 or Section 10.01 to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05contrary.

Increase in Commitments. After Subject to the Restatement Dateterms and conditions set forth herein, the Company mayBorrower shall have the right, by from time to time and upon at least ten Business Days’ prior written notice to the Administrative AgentAgent (an “Incremental Request”), executed by the Company and to request to add one or more financial institutions tranches of term “A” loans (any such financial institution “Incremental Term Loans”) and/or increase the Aggregate Revolving Commitments (the “Incremental Revolving Commitments”; and revolving loans made thereunder, the “Incremental Revolving Loans”; the Incremental Revolving Loans, together with the Incremental Term Loans are referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, herein as the case may be“Incremental Facility Loans”) in an amount for each Prospective Lender set forth in such notice, providedsubject, however, that in any such case, to satisfaction of the following conditions precedent: (a) the aggregate amount of all Incremental Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.15 shall not exceed $1,000,000,000; (b) on the Lenders' Commitments date on which any amendment, restatement or amendment and restatement of this Agreement pursuant to which an Incremental Facility Loan will be made (an “Incremental Facility Amendment”) is to become effective, both immediately prior to and immediately after giving effect to the incurrence of such increase, together with Incremental Facility Loans (assuming that the aggregate full amount of the commitments under the Five-Year Credit Agreement, Incremental Facility Loans shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldhave been funded on such date) and any related transactions, no Default shall have occurred and be continuing; (c) each Prospective Lenderthe representations and warranties set forth in Article V shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, if not already a Lender hereunderit shall be true and correct) on and as of the date on which such Incremental Facility Amendment is to become effective, shall become a party to this Agreement by completing and delivering except to the Administrative Agent a duly executed Accession Agreement. Increases extent that such representations and new Commitments created pursuant warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date except that for purposes of this Section shall become effective (A) 2.15, the representations and warranties contained in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 5.03 shall be deemed to have been amended refer to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase most recent statements furnished pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs subsections (b) and (c) ), as applicable, of Section 4.03 6.01; (d) such Incremental Facility Loans shall be satisfied 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 all references respect to maturity date, interest rate and prepayment provisions, and shall constitute part of the Aggregate Revolving Commitments; (f) in the case of any 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 paragraphs Incremental Term Loan and (D) otherwise be on terms substantially identical to a Borrowing being deemed (or less favorable to be references the Lenders thereof than) the existing Committed Loans (except to such increasethe 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) and the Administrative Agent shall have received additional commitments in a certificate 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 required to that 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 dated such date to the modifications permitted by this Section 2.15 (and subject to the limitations set forth in the immediately preceding paragraph), executed by the Borrower, the Administrative Agent and each Lender providing a Financial Officer portion of the CompanyIncremental Term Loan and/or Incremental Revolving Commitments, as applicable; which such amendment, when so executed, shall amend this Agreement as provided therein. Following No such amendment shall be required to be executed or approved by any increase 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. The effectiveness of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior such amendment shall be subject to the effectiveness satisfaction on the date thereof of such increase or extension shall continue outstanding until the ends each of the respective Interests Periods applicable thereto, conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith. This Section 2.15 shall then be repaid supersede any provisions in Section 2.13 or refinanced with new Standby Loans made pursuant 10.01 to Sections 2.01 and 2.05the contrary.

Increase in Commitments. After (a) At any time after the Restatement Effective Date and prior to the Business Day immediately preceding the Maturity Date, the Company mayBorrower may effectuate one or more increases in the aggregate Commitments (each such increase being a “Commitment Increase”), by written notice 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 Commitment as such Lender shall so select (each, an “Increasing Lender”) and, in the case of any other Eligible Assignee that is not an existing Lender (each, an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) no Default of Event of Default exists or would exist immediately prior to or after giving effect to such Commitment Increase, (ii) the Borrower is in compliance, on a pro forma basis after giving effect to any additional loans made on the effective date of any such Commitment Increase, with Sections 6.10, 6.11 and 6.12 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required by Section 5.04(a) or 5.04(b) have been delivered or for which comparable financial statements have been filed with the SEC (and if such increase is requested prior to the delivery of financial statements for the fiscal quarter ending March 31, 2018, the Borrower would be in pro forma compliance with the covenants set forth in Sections 6.10, 6.11 and 6.12 for the fiscal quarter ending March 31, 2018 as if such ratios were then applicable), (iii) each such Commitment Increase shall be equal to at least $25,000,000 or such lesser amount acceptable to the Administrative Agent, executed by (iv) all Commitments provided pursuant to a Commitment Increase shall be available on the Company and one or more financial institutions (any such financial institution referred same terms as those applicable to in this Section being called a "Prospective Lender")the existing Commitments, except as to upfront fees which may include any be as agreed to between the Borrower and such Increasing Lender or Additional Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that and (av) the aggregate amount of all such Commitment Increases shall not exceed $150,000,000. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.24 to the Administrative Agent and the Lenders. This Section 2.24 shall not be construed to create any obligation on the Administrative Agent or any of the Lenders' Commitments after giving effect Lenders to such increaseadvance 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. Further, together with Commitment Increases shall be guaranteed by the aggregate amount of same Guarantors as guarantee the commitments under existing Facility, and shall be secured on a pari passu basis by the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, same Collateral as that securing the existing Facility. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each Prospective Lender, if not already a Lender hereunder, of following conditions shall be subject to have been satisfied: (i) the approval of receipt by the Administrative Agent of (which approval shall not be unreasonably withheldA) an agreement in form and (c) substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Prospective Increasing Lender and/or each Additional Lender, setting forth the Commitment, if not already a any, of each such Increasing Lender hereunderand/or Additional Lender and, shall if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by completing all the terms and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section provisions hereof binding upon each Lender and (B) in the case such evidence of Prospective Revolving Lenders not already parties hereunder, appropriate authorization on the effective date part of the Accession Agreement. Upon Borrower with respect to such Commitment Increase and such legal opinions as the effectiveness of any Accession Agreement to which any Prospective Lender is a partyAdministrative Agent may reasonably request, (iii) such Prospective the funding by each Increasing Lender shall thereafter be deemed and Additional Lender of the Commitment to be a party made by each such Lender to this Agreement and shall be entitled to all rightseffect the prepayment requirement set forth in Section 2.12(b), benefits and privileges accorded a Lender hereunder and subject to all obligations (iii) receipt by the Administrative Agent of a Lender hereunder certificate of an authorized officer of the Borrower certifying (A) compliance with the provisions of Sections 2.24(a)(i) and (ii) Schedule 2.01 and (B) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be deemed applicable to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section representations and warranties that already are qualified or modified by materiality in the Commitment of a Lender already a party hereundertext thereof), Schedule 2.01 shall be deemed unless such representation or warranty relates to have been amended to reflect the increased Commitment an earlier date which remains true and correct in all material respects as of such Lender. Notwithstanding the foregoing, no increase earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the aggregate Commitments text thereof), and (iv) receipt by the Increasing Lender or in Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and /or Additional Lender and the Commitment of Borrower. (c) Notwithstanding any Lender) shall become effective under this Section unlessprovision contained herein to the contrary, on from and after the date of such increaseCommitment Increase, all calculations and payments of interest on the conditions set forth in paragraphs Loans shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Revolving Credit Loan made by such Lender during the relevant period of time. (bd) and (c) On such Increase Date, each Lender's share of Section 4.03 the L/C Exposure on such date shall automatically be satisfied (with all references in such paragraphs to a Borrowing being deemed to equal such Lender's Pro Rata Percentage of such L/C Exposure (such Pro Rata Percentage for such Lender to be references to such increase) and determined as of the Administrative Agent shall have received a certificate to that effect dated Increase Date in accordance with its Commitment on such date and executed by as a Financial Officer percentage of the Company. Following Total Commitment on such date) without further action by any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05party.

Increase in Commitments. After (a) The Borrower shall have the Restatement Dateright, at any time prior to the Company may, date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver 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 $10,000,000, (ii) immediately after giving effect to any Commitment Increase, the aggregate Revolver Commitments shall not exceed $750,000,000, (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date 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. Such notice from the Borrower shall specify the requested amount of the 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 any letter agreement with the Administrative Agent or under any other letter agreement with a Lender acting as an arranger approved by the Administrative Agent, 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 or any Lender, 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. (b) Each Additional Lender must qualify as an Eligible Assignee (the selection of which shall include the prior approval of the Administrative 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 Administrative Agent and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Revolver 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 Revolver Commitments are increased in accordance with this Section 2.14, 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 Domestic Business Day not less than thirty (30) days prior to the Termination Date). The Administrative Agent shall promptly notify the Lenders of such increase and the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 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 the Administrative Agent and each other Lender committing to the Commitment Increase, 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 Additional Lender, Increasing Lender or their counsel may reasonably request; (B) an instrument, duly executed by the Company Borrower and one each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party; (C) a certificate of the secretary or more financial institutions an assistant secretary of the Borrower and 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 (except to the extent any such financial institution referred representation or warranty is expressly stated to have been made as of a specific date, in this Section being called a "Prospective Lender"which case such representation or warranty is true and correct as of such date), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may bey) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments immediately after giving effect to such increaseCommitment Increase (including any Borrowings in connection therewith and the application of the proceeds thereof), together 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); and (E) such other documents or items that the Administrative Agent, any Additional Lender, any Increasing Lender or their counsel may reasonably request. (ii) In the case of any Borrowing of Revolver Advances in connection with such Commitment 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 commitments under Revolver Advances (the Five-Year Credit Agreement, “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall in no event exceed US$400,000,000be deemed to be repaid, (bii) each Prospective Lenderimmediately after the effectiveness of the Commitment Increase, if not already a Lender hereunder, the Borrower shall be subject deemed to have made new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate principal amount equal to the approval aggregate principal amount of the Administrative Agent (which approval shall not be unreasonably withheld) Initial Advances and (c) each Prospective Lender, if not already of the types and for the Interest Periods specified in a Lender hereunder, shall become a party to this Agreement by completing and delivering Notice of Borrowing delivered to the Administrative Agent a duly executed Accession Agreement. Increases in accordance with Section 2.01, (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 pro rata percentage (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and new Commitments created pursuant (z) such Lender’s pro rata percentage (calculated without giving effect to this Section shall become effective the Commitment Increase) of the Initial Advances, (Aiv) in after the case of Prospective Lenders already parties hereunder, on Administrative Agent receives the date funds specified in clause (iii) above, the notice delivered pursuant Administrative Agent shall pay to this Section 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 (Bz) in such Lender’s pro rata percentage (calculated after giving effect to the case of Prospective Revolving Lenders not already parties hereunder, on the effective date Commitment Increase) of the Accession Agreement. Upon amount of the effectiveness of any Accession Agreement to which any Prospective Lender is a partySubsequent Borrowings, (iv) such Prospective Lender the Lenders shall thereafter be deemed to be a party hold the Subsequent Borrowings ratably in accordance with their respective Revolver Commitments (calculated after giving effect to this Agreement and the Commitment Increase), (vi) the Borrower shall be pay all accrued but unpaid interest on the Initial Advances to the Lenders entitled to all rightsthereto, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (iivii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment Revolver Commitments of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant all Lenders after giving effect to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be Increase. The deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans payments made pursuant to Sections 2.01 and 2.05clause (i) above in respect of each Tranche Euro-Dollar Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. After (a) The Borrower may at any time propose that the Restatement Date, the Company mayAggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by written notice to the Administrative Agent, executed by Agent specifying the Company existing Lender(s) (the “Increasing Lender(s)”) and/or the additional lenders (the “Assuming Lender(s)”) that will be providing the additional Commitment(s) and one or more financial institutions the date on which such increase is to be effective (any such financial institution referred to in this Section being called a "Prospective Lender"the “Commitment Increase Date”), which may include any Lender, cause shall be a Business Day at least three Business Days after delivery of such notice and prior to the Commitments of the Prospective Lenders to be increased Termination Date; provided that: (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (ai) the minimum aggregate amount of each proposed Commitment Increase shall be $5,000,000 in the Lenders' Commitments case of an Assuming Lender or an Increasing Lender; (ii) immediately after giving effect to such increaseCommitment Increase, together with the aggregate amount Aggregate Revolving Credit Commitments hereunder shall not exceed $500,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and (iv) the representations and warranties contained in Section 5 and in the other Loan Documents shall be true correct in all material respects on and as of the commitments under the Five-Year Credit AgreementCommitment Increase Date as if made on and as of such date (or, shall in no event exceed US$400,000,000if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date). (b) each Prospective Lender, if not already a Any Assuming Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in Commitment Increase Date and the Commitment of any Lender) Increasing Lender and any such Assuming Lender shall become effective under this Section unless, on the date be increased as of such increase, the conditions set forth in paragraphs Commitment Increase Date; provided that: (bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to that effect dated such date and Commitment Increase set forth in clause (a) of this subsection has been satisfied; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit C (an “Assumption Agreement”) duly executed by such Assuming Lender and the Borrower and acknowledged by the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a Financial Officer copy of such confirmation to the CompanyBorrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall (A) record the information contained therein in the Register and (B) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, such Lender will be under no obligation to increase its Commitment hereunder. Following Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit C, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any increase of agreement with respect to a Lender's Commitment Increase on or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such increase Commitment Increase promptly on such date by facsimile transmission or extension electronic messaging system. On the date of such Commitment Increase, the Borrower shall continue (i) prepay the outstanding until Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the ends of Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Interests Periods applicable theretoRevolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05if any, payable under subsection 3.11.

Increase in Commitments. After the Restatement Date, the (a) The Company may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), executed cause the total Commitments to be increased by an amount not less than $25,000,000 for any such increase; provided that after giving effect to any such increase the sum of the total Commitments shall not exceed $1,250,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth the amount of the increase in the total Commitments and the date on which such increase is to become effective. The Company may also request in such notice that each Lender, within ten (10) Business Days of the date thereof, by written notice to the Company and the Administrative Agent, either agree to increase its Commitment (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such ten (10) Business Day period shall be deemed to have declined to increase its Commitment). Alternatively, the Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this Section clause (a) being called a "Prospective an “Augmenting Lender"”; provided that no Augmenting Lender shall be an Ineligible Institution), which may include any Lender, cause the to extend Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for increase their existing Commitments; provided that each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) the Company and each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Augmenting Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to execute all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender such documentation as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received reasonably specify to evidence its Commitment and/or its status as a certificate to Lender hereunder. In addition, any Augmenting Lender that effect dated such date and executed by is organized under the laws of a Financial Officer jurisdiction outside of the Company. Following any increase United States of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior America shall provide to the effectiveness of Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act. Any increase or extension shall continue outstanding until in the ends of total Commitments may be made in an amount which is less than the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05increase initially requested by the Company.

Increase in Commitments. After (a) Subject to the Restatement Dateterms and conditions set forth herein, the Company mayBorrower shall have the right, with the consent of the Administrative Agent and the Issuing Banks (such consent not to be unreasonably withheld or delayed), to cause from time to time an increase in the total amount of the Commitments (a “Commitment Increase”) by written notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, executed Agent and the Issuing Banks (each a “CI Lender”) or by the Company and allowing one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective existing Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, increase their respective Commitments; provided, however, that (ai) no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the aggregate total amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000$1,250,000,000, (biii) each Prospective no Lender, if not already a Lender hereunder, ’s Commitment shall be subject to the approval of the Administrative Agent increased without such Lender’s prior written consent (which approval shall not consent may be unreasonably withheldgiven or withheld in such Lender’s sole and absolute discretion) and (civ) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunderif, on the effective date of such increase, any Loans have been funded, then the Accession AgreementBorrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans in accordance with Section 2.9(c). (b) Any Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.9 hereto. Upon The Administrative Agent shall give prompt notice to each Issuing Bank of its receipt of a Notice of Commitment Increase. Once the effectiveness Notice of any Accession Agreement Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice or on another date agreed to which any Prospective Lender is a partyby the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Prospective CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender shall thereafter be deemed to be a party the Borrower pursuant to this Agreement and shall be entitled to all rightson such Commitment Increase Effective Date, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 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 deemed 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 been amended the following meanings: (1) “New Funds Amount” means the amount equal to reflect the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the total amount of the Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant outstanding Loans immediately prior to this Section in giving effect to the Commitment Increase, if any, as of a Lender already a party hereunder, Schedule 2.01 shall be deemed Commitment Increase Effective Date (without regard to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no any increase in the aggregate Commitments (or in principal amount of Loans as a result of borrowings made after giving effect to the Commitment 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 after giving effect to such Commitment Increase; and (3) “Reduction Amount” means the 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 Lender) shall become effective under this Section unless, borrowings made on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that Commitment Increase Effective Date after giving effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Commitment Increase).

Increase in Commitments. After the Restatement Date, the Company may, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) The Borrower shall have the aggregate amount of right at any time and from time to time after the Lenders' Commitments after giving effect Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Aggregate Commitment (each such increaseproposed increase being a “Commitment Increase”), together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already either by having a Lender hereunderincrease its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), shall be subject to in each case with the approval of the Administrative Agent (which such approval shall not to be unreasonably withheld) and (c) ), which notice shall specify the name of each Prospective Increasing Lender and/or Assuming Lender, if not already a as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender hereunderor Assuming Lender, shall become a party and the date on which such increase is to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become be effective (Athe “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the case sole discretion of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, each Lender; provided further that: (i) any such Prospective Lender shall thereafter be deemed to be request for a party to this Agreement and Commitment Increase shall be entitled to all rights, benefits and privileges accorded in a Lender hereunder and subject to all obligations minimum amount of $25,000,000 or a Lender hereunder and higher integral multiple of $1,000,000; (ii) Schedule 2.01 immediately after giving effect to any Commitment Increase, the Aggregate Commitment shall not exceed $450,000,000 and the aggregate amount of all Commitment Increases shall not exceed $150,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties contained in Article 5 (other than in Section 5.5) shall be deemed true on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been amended to reflect made as of a specified date, as of such specific date). (b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the new Commitment of a Lender already a party hereundereach Assuming Lender, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoingas applicable, no increase in the aggregate Commitments (or in the Commitment of any Lenderresulting therefrom) shall become effective under this Section unless, on as of the date of such increase, the conditions set forth in paragraphs Commitment Increase Date; provided that: (bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date a certificate to of an Authorized Officer stating that effect dated such date and executed by a Financial Officer each of the Company. Following any increase of a applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender's Commitment , the Administrative Agent shall have received, on or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the effectiveness Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m. on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such increase or extension shall continue outstanding until confirmation to the ends of Borrower. (c) On each Commitment Increase Date upon such time as the respective Interests Periods applicable thereto, conditions set forth in Sections 2.20(a) and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.2.20

Increase in Commitments. After At any time following the Restatement Date, the Company may, by written notice Agreement Date and prior to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) Termination Date the aggregate amount of the Lenders' Commitments may, at the option of the Borrower, be increased by an amount not in excess of $200,000,000, either by new Banks establishing such additional Commitments or by one or more then-existing Banks increasing their Commitments (each such increase by either means, a "Commitment Increase," and each such new Bank or Bank increasing its Commitment, an "Additional Commitment Bank"); provided that (a) each Additional Commitment Bank shall be reasonably acceptable to the Administrative Agent and the Issuing Bank, (b) no Default shall exist immediately prior to or after the effective date of such Commitment Increase, (c) each such Commitment Increase shall be in an amount not less than $10,000,000 and multiples of $5,000,000 in excess thereof, (d) no such Commitment Increase shall become effective unless and until the Borrower, the Administrative Agent, the Issuing Bank and the Additional Commitment Banks shall have executed and delivered an agreement substantially in the form of Schedule 1.09 (a "Commitment Increase Supplement"), and (d) the increase in the Total Commitments shall not exceed $200,000,000. On the effective date of such Commitment Increase, each Additional Commitment Bank shall purchase, for assignment, from each other existing Bank the portion of such other Bank's RC Loans and Letter of Credit Participations outstanding at such time such that, after giving effect to such increaseassignments, together with the respective aggregate amount of RC Loans and Letter of Credit Participations of each Bank shall be equal to such Bank's pro rata share (based on the commitments total Commitments, as increased pursuant hereto) of the aggregate RC Loans and Letter of Credit Participations outstanding. The purchase price for the RC Loans and Letter of Credit Participations so assigned shall be the principal amount of the RC Loans and unreimbursed Drawings so assigned plus the amount of accrued and unpaid interest thereon on the date of assignment. Upon payment of such purchase price, each other Bank shall be automatically deemed to have sold and made such an assignment to such Additional Commitment Bank and shall, to the extent of the interest assigned, be released from its obligations under the Five-Year Credit this Agreement, and such Additional Commitment Bank shall in no event exceed US$400,000,000, (b) be automatically deemed to have purchased and assumed such an assignment from each Prospective Lenderother Bank and, if not already a Lender Bank hereunder, shall be subject a party hereto and, to the approval extent of the Administrative Agent (which approval shall not be unreasonably withheld) interest assigned, have the rights and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective Bank under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Agreement.

Increase in Commitments. After (a) From time to time after the Restatement Closing Date but prior to the Termination Date, the Company mayBorrower shall have the right, at any time and from time to time, by written notice to and in consultation with the Administrative Agent, executed to request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by the Company and having one or more financial institutions 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 financial institution referred to request for a Commitment Increase shall be in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate minimum amount of the Lenders' Commitments $5,000,000 or an integral multiple of $2,500,000 in excess thereof, (ii) immediately after giving effect to such increaseany Commitment Increase, together with (y) the aggregate amount Commitments shall not exceed $125,000,000 and (z) the aggregate of all Commitment Increases effected after the commitments under Closing Date shall not exceed $75,000,000, and (iii) no existing Lender shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by the Five-Year Credit Agreement, shall Borrower unless it agrees in no event exceed US$400,000,000, its sole discretion to do so. (b) each Prospective Lender, if not already a Each Additional Lender hereunder, shall be subject to must qualify as an Eligible Assignee (the approval of which by the Administrative Agent (which approval shall not be unreasonably withheldwithheld or delayed) and (c) the Borrower and each Prospective Lender, if not already Additional Lender shall execute a Lender hereunderJoinder Agreement together with all such other documentation as the Administrative Agent and the Borrower may reasonably require, shall become a party to this Agreement by completing all in form and delivering substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Commitment of such Additional Lender and its status as a duly executed Accession Agreement. Increases and new Lender hereunder. (c) If the aggregate Commitments created pursuant to are increased in accordance with this Section 2.20, the Administrative Agent and the Borrower shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Accession Agreementfinal allocation of such increase and the Commitment Increase Date. Upon The Administrative Agent is hereby authorized, on behalf of the effectiveness of Lenders, to enter into any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party amendments to this Agreement and the other Credit Documents as the Administrative Agent shall be entitled reasonably deem appropriate to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and effect such Commitment Increase. (iid) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided Notwithstanding anything set forth in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in 2.20 to the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoingcontrary, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under pursuant to this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 2.20 shall be satisfied effective unless: (with all references in such paragraphs to a Borrowing being deemed to be references to such increasei) and the 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 2.20(b); (B) an instrument, duly executed by the Borrower, acknowledging and reaffirming its obligations under this Agreement and the other Credit Documents to which it is a party; (C) a certificate of the corporate secretary or an assistant corporate secretary of the Borrower, certifying that the resolutions adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to that effect dated such which it is a party, inclusive of the Commitment Increase, have not been rescinded, amended or otherwise modified since the date of their adoption and executed by remain in full force and effect; (D) a Financial certificate of an Authorized Officer of the Company. Following 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 increase Loans issued in connection therewith (except to the extent any such representation or warranty is expressly stated to have been made as of a Lender's 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 has occurred and is continuing, both immediately before and after giving effect to such Commitment or Increase (including any extension Loans issued in connection therewith and the application of the proceeds thereof); and (ii) The conditions precedent set forth in Section 3.2 shall have been satisfied; provided, however, that the Borrower shall not be required to deliver a new Notice of Borrowing unless Borrower is requesting a Borrowing of Loans in connection with such Commitment pursuant to this paragraph, any Standby Loans outstanding prior to Increase. Immediately after the effectiveness of such increase or extension the Commitment Increase, Schedule 1.1 shall continue outstanding until automatically be amended to reflect the ends Commitments of all Lenders after giving effect to the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Commitment Increase.

Increase in Commitments. After (a) At any time prior to the Restatement Business Day immediately preceding the Maturity Date, the Company may, by written notice to the Administrative Agent, executed by the Company and Borrower may effectuate one or more financial institutions increases in the aggregate Commitments (any each such financial institution referred to in this Section increase being called a "Prospective Lender"“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 existing Lender, to increase its Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase shall be equal to at least $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 Commitments and Advances except as to upfront fees which may include any be as agreed to between the Borrower and such Increasing Lender or Additional Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (aiii) the aggregate of all such Commitment Increases shall not exceed an amount equal to the sum of $100,000,000, and (iv) such Commitment Increase shall not effect an increase in the aggregate Commitments if the 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' Commitments after giving effect Lenders to such increase, together with advance or to commit to advance any credit to the aggregate amount of Borrower or to arrange for any other Person to advance or to commit to advance any credit to the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each Prospective Lender, if not already a Lender hereunder, of following conditions shall be subject to have been satisfied: (i) the approval of receipt by the Administrative Agent of (which approval shall not be unreasonably withheldA) an agreement in form and (c) substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Prospective Increasing Lender and/or each Additional Lender, setting forth the Commitments, if not already a any, of each such Increasing Lender hereunderand/or Additional Lender and, shall if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by completing all the terms and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section provisions hereof binding upon each Lender and (B) in the case such evidence of Prospective Revolving Lenders not already parties hereunder, appropriate authorization on the effective date part of the Accession Agreement. Upon Borrower and the effectiveness of any Accession Agreement Guarantors with respect to which any Prospective Lender is a partysuch Commitment Increase and such legal opinions as the Administrative Agent may reasonably request, (iii) the funding by each Increasing Lender and Additional Lender of the Revolving Advances to be made by each such Prospective Lender to effect the prepayment requirement set forth in Section 2.4(c)(iii), (iii) 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) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects, unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date, and (C) the pro forma compliance with the covenants in Sections 6.16 and 6.17, after giving effect to such Commitment Increase, and (iv) 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, each Lender’s share of the Letter of Credit Exposure and participations in respect of Swing Line Advances on such date shall thereafter automatically be deemed to equal such Lender’s Pro Rata Share of such Letter of Credit Obligations and participations in respect of Swing Line Advances (such Pro Rata Share for such Lender to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment determined as of the additional Lender Increase Date in accordance with its Commitment on such date as provided in such Accession Agreement. Upon the effectiveness a percentage of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of on such date) without further action by any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05party.

Increase in Commitments. After the Restatement Date, the Company may, (a) The Borrower may by written notice to the Administrative Agent, executed by Agent elect to seek commitments (“Additional Commitments”) to increase the Company and one or more financial institutions Commitments; provided that: (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (ai) the aggregate amount of all Additional Commitments shall not exceed $200,000,000; (ii) any such increase shall be in an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the Lenders' limit set forth in the preceding clause (i); (iii) the Additional Commitments shall be on the same terms as the Commitments then outstanding with the latest Maturity Date immediately prior to the Additional Commitments Effective Date; provided that (x) the Additional Commitments may have a higher Applicable Rate than the outstanding Commitments with the latest Maturity Date immediately prior to the Additional Commitments Effective Date if the Applicable Rate for the outstanding Commitments with the latest Maturity Date are automatically increased such that it is equal to the Applicable Rate for the Additional Commitments and (y) the Borrower may pay upfront fees on the Additional Commitments Effective Date to any Lender providing Additional Commitments (in such capacity, an “Additional Commitment Lender”); and (iv) no existing Lender shall be required to provide any Additional Commitments. (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 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 the conditions in Section 4.02(a) and (b) are satisfied. The Borrower shall prepay any Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments. If there is a new Borrowing of Commitments on such Additional Commitments Effective Date, the Lenders after giving effect to such increase, together Additional Commitments shall make such Loans in accordance with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, Section 2.01. (bc) each Prospective Lender, if not already a Lender hereunder, The Additional Commitments shall be subject documented by an Additional Credit Extension Amendment executed by each Additional Commitment Lender 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 amendments to this Agreement and the approval other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. (which approval d) This Section 2.14 shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering supersede any provisions in Section 2.13 or Section 10.01 to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05contrary.

Increase in Commitments. After the Restatement Date, the Company may, by written (a) Upon notice to the Administrative Agent, executed at any time after the Effective Date, the Borrower may request that Additional Revolving Credit Commitments be provided by the Company and one or more financial institutions Additional Revolving Credit Lenders (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause Persons meeting the Commitments definition of the Prospective Lenders an Eligible Assignee) on terms agreed to be increased (or cause Commitments to be extended by the Prospective Borrower and such Additional Revolving Credit Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, ; provided that (ai) after giving effect to any such Additional Revolving Credit Commitments, the aggregate amount of Additional Revolving Credit Commitments that have been added pursuant to this Section 2.18 shall not exceed $50,000,000 and (ii) the final maturity date and the Applicable Margin of any Additional Revolving Credit Advances shall be equal respectively to Termination Date and the Applicable Margin of the Revolving Credit Advances, effective upon the providing of the Additional Revolving Credit Advances. Notwithstanding anything contained herein to the contrary, the Lender Parties shall not be obligated to commit to the Additional Revolving Credit Commitments. (b) Any Additional Revolving Credit Commitments to provide Additional Revolving Credit Advances under this Section 2.18 shall be added to this Agreement pursuant to an amendment (the “Additional Revolving Credit Commitment Amendment”) among the Parent, the Borrower, the Administrative Agent and the Additional Revolving Credit Lenders' . As a condition precedent to the effectiveness of the Additional Revolving Credit Commitment Amendment, the Borrower shall deliver to the Administrative Agent a certificate on behalf of the Borrower dated as of the effective date (the “Additional Commitments Effective Date”) signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, together (i) the representations and warranties of the Loan Parties contained in Article IV and the other Loan Documents are true and correct in all material respects on and as of the Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (ii) no Default or Event of Default exists immediately before or immediately after giving effect to such addition, (iii) the Borrower and its Subsidiaries shall be in compliance with the aggregate amount covenants set forth in Section 5.05 as of (A) the Additional Commitments Effective Date and (B) the last day of the commitments under most recently ended determination period after giving pro forma effect to such Additional Revolving Credit Commitment, the Five-Year making of Additional Revolving Credit AgreementAdvances in respect thereof and any Investment to be consummated in connection therewith. On each Additional Commitments Effective Date, shall in no event exceed US$400,000,000, (b) each Prospective applicable Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent Eligible Assignee or other Person which is providing an Additional Revolving Credit Commitment (which approval shall not be unreasonably withheldi) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to “Revolving Credit Lender” for all purposes of this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases other Loan Documents and new Commitments created pursuant to this Section shall become effective (Aii) in the case of Prospective any Additional Revolving Credit Commitment, shall make an Additional Revolving Credit Advance to the Company in a principal amount equal to such Additional Revolving Credit Commitment, and such Additional Revolving Credit Advance shall be a “Revolving Credit Advance” for all purposes of this Agreement and the other Loan Documents. (c) Any Additional Revolving Credit Commitment Amendment and any related documentation may, without the consent of any Lenders already parties hereunder(other than Additional Revolving Credit Lenders that are party to such Additional Revolving Credit Commitment Amendment), on effect such amendments to this Agreement and the date specified other Loan Documents as may be reasonably necessary, in the notice delivered opinion of the Administrative Agent, to effect the provisions of this Section 2.18. Any Additional Revolving Credit Advances made pursuant to this Section and (B) 2.18 shall be evidenced by one or more entries in the case of Prospective Revolving Lenders not already parties hereunder, on Register maintained by the effective date of Administrative Agent in accordance with the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions provisions set forth in paragraphs Section 9.07(d). (bd) and (c) This Section 2.18 shall supersede any provisions in Section 9.01 to the contrary. Notwithstanding any other provision of Section 4.03 shall any Loan Document, the Loan Documents may be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and amended by the Administrative Agent shall have received a certificate and the Loan Parties, if necessary, to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant provide for terms applicable to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05each Additional Revolving Credit Commitment.

Increase in Commitments. After (a) Subject to the Restatement Dateterms and conditions set forth herein, the Company mayAdministrative Borrower shall have the right to request, by written notice to the Administrative Agent, executed by increases in the Company and one or more financial institutions Legacy Commitments and/or the ETMC Commitments (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be“Revolving Commitment Increase”) in an aggregate amount for each Prospective Lender set forth in such notice, provided, however, not to exceed $100,000,000; provided that (ai) any Revolving Commitment Increase shall be on the terms (including the Maturity Date) and pursuant to the documentation applicable to the Revolving Credit Facilities, (ii) the aggregate Administrative Borrower shall only be permitted to request three Revolving Commitment Increases during the term of this Agreement and (v) any Revolving Commitment Increase shall be in a minimum amount of $5,000,000. (b) Each notice submitted pursuant to this Section 2.14 (a “Revolving Commitment Increase Notice”) requesting a Revolving Commitment Increase shall specify (x) the amount of the Lenders' increase in the Commitments being requested and (y) whether such increase is requested for the ETMC Commitments or the Legacy Commitments. Upon receipt of a Revolving Commitment Increase Notice, the Administrative Agent may (at the direction of the Administrative Borrower) promptly notify the Lenders under the applicable Revolving Credit Facility and each such Lender may (subject to the Administrative Borrower’s consent) have the right to elect to have its Commitment increased by its Applicable Pro Rata Share (it being understood and agreed that a Lender may elect to have its Commitment increased in excess of its Applicable Pro Rata Share in its discretion if any other Lender declines to participate in the Revolving Commitment Increase) of the requested increase in Commitments; provided that (i) each applicable Lender may elect or decline, in its sole discretion, to have its Commitment increased in connection with any requested Revolving Commitment Increase, it being understood that no Lender shall be obligated to increase its Commitment unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any Revolving Commitment Increase Notice within ten (10) Business Days after giving effect such ▇▇▇▇▇▇’s receipt of such request, such Lender shall be deemed to have declined to participate in such increaseRevolving Commitment Increase; (ii) if any Lender declines to participate in any Revolving Commitment Increase and, together as a result, commitments from additional financial institutions are required in connection with the aggregate amount Revolving Commitment Increase, or if the Administrative Borrower does not instruct the Administrative Agent to initially request increases of the existing Lenders and commitments under of additional lenders are sought in connection with the Five-Year Credit AgreementRevolving Commitment Increase, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, any Person or Persons providing such commitment shall be subject to the approval written consent of the Administrative Agent and the Swing Line Lenders and with respect to Revolving Commitment Increases for the Legacy Commitments, the L/C Issuers (which approval shall each such consent not to be unreasonably withheldwithheld or delayed), in each case, if such consent would be required pursuant to Section 11.07; (iii) in no event shall a Defaulting Lender be entitled to participate in such Revolving Commitment Increase and (civ) no L/C Issuer or Swing Line Lender shall be required to act in such capacity under the Revolving Commitment Increase without its prior written consent. In the event that any Lender or other Person agrees to participate in any Revolving Commitment Increase (each Prospective an “Increase Loan Lender”), if not already a Lender hereunder, such Revolving Commitment Increase shall become effective on such date as shall be mutually agreed upon by the Increase Loan Lenders and the Administrative Borrower, which date shall be as soon as practicable after the date of receipt of the Revolving Commitment Increase Notice (such date, the “Increase Date”); provided that the establishment of such Revolving Commitment Increase shall be subject to the satisfaction of each of the following conditions: (1) (x) no Default or Event of Default would exist after giving effect thereto or (y) if the Revolving Commitment Increase is used to finance a party Permitted Acquisition or Permitted Investment, no Event of Default pursuant to this Agreement Section 9.01(a) or 9.01(f) exists; (2) the Revolving Commitment Increase shall be effected pursuant to one or more joinder agreements executed and delivered by completing the Administrative Borrower, the Administrative Agent, and delivering the Increase Loan Lenders, each of which shall be reasonably satisfactory to the Administrative Borrower, the Administrative Agent, and the Increase Loan Lenders; (3) Loan Parties shall execute and deliver or cause to be executed and delivered to the Administrative Agent such amendments to the Loan Documents, legal opinions and other documents as the Administrative Agent may reasonably request in connection with any such transaction, which amendments, legal opinions and other documents shall be reasonably satisfactory to the Administrative Agent; (4) the representations and warranties contained in Article VI shall be true and correct in all material respects (or in all respects to the extent that any representation or warranty is qualified by materiality) as of the Increase Date; provided that, if the Revolving Commitment Increase is used to finance a duly executed Accession Agreement. Increases Permitted Acquisition or a Permitted Investment, the representations and new Commitments created pursuant warranties shall be subject to customary “Sungard” limitations; and (5) the Borrowers shall have paid to the Administrative Agent and the Lenders such additional fees as may be agreed to be paid by the Borrowers in connection therewith. (c) On the Increase Date, upon fulfillment of the conditions set forth in this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party2.14, (i) such Prospective Lender the Administrative Agent shall thereafter be deemed effect a settlement of all outstanding Loans under the applicable Revolving Credit Facility among the applicable Lenders that will reflect the adjustments to the Commitments under the applicable Revolving Credit Facility of the applicable Lenders as a result of the Revolving Commitment Increase, (ii) the Administrative Agent shall notify the Lenders and Loan Parties of the occurrence of the Revolving Commitment Increase to be a party to this Agreement and shall be entitled to all rightseffected on the Increase Date, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (iiiii) Schedule 2.01 shall be deemed to have been amended modified to reflect the Commitment revised Commitments of the additional affected Lenders and (iv) Revolving Credit Notes will be issued, at the expense of the Borrowers, to any Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section participating in the Revolving Commitment Increase and requesting a Revolving Credit Note. (d) The terms and provisions of a Lender already a party hereunder, Schedule 2.01 the Revolving Commitment Increase shall be deemed identical to have been amended to reflect the increased Commitment Loans and the Commitments under the applicable Revolving Credit Facility. Without limiting the generality of such Lender. Notwithstanding the foregoing, no increase (i) Commitment Fees applicable to the Revolving Commitment Increase shall be calculated using the same Commitment Fee Rates applicable to the existing Loans under the applicable Revolving Credit Facility, (ii) the Revolving Commitment Increase shall share ratably in any mandatory prepayments of the Loans under the applicable Revolving Credit Facility, (iii) after giving effect to such Revolving Commitment Increases, Commitments under the applicable Revolving Credit Facility shall be reduced based on each such Lender’s Applicable Pro Rata Share, and (iv) the Revolving Commitment Increase shall rank pari passu in right of payment and security with the existing Loans under the applicable Revolving Credit Facility. Each joinder agreement and any amendment to any Loan Document requested by the Administrative Agent in connection with the establishment of the Revolving Commitment Increase may, without the consent of any of the Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the aggregate Commitments (or in opinion of the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) Administrative Agent and the Administrative Agent shall have received a certificate Borrower, to that effect dated such date and executed by a Financial Officer the provisions of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Section 2.14.

Increase in Commitments. After (a) The Borrower may at any time propose that the Restatement Date, the Company mayAggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by written notice to the Administrative Agent, executed by Agent specifying the Company existing Lender(s) (the “Increasing Lender(s)”) and/or the additional lenders (the “Assuming Lender(s)”) that will be providing the additional Commitment(s) and one or more financial institutions the date on which such increase is to be effective (any such financial institution referred to in this Section being called a "Prospective Lender"the “Commitment Increase Date”), which may include any Lender, cause shall be a Business Day at least three Business Days after delivery of such notice and prior to the Commitments of the Prospective Lenders to be increased Termination Date; provided that: (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (ai) the minimum aggregate amount of each proposed Commitment Increase shall be $5,000,000 in the Lenders' Commitments case of an Assuming Lender or an Increasing Lender; (ii) immediately after giving effect to such increaseCommitment Increase, together with the aggregate amount Aggregate Revolving Credit Commitments hereunder shall not exceed $700,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and (iv) the representations and warranties contained in Section 5 and in the other Loan Documents shall be true correct in all material respects on and as of the commitments under the Five-Year Credit AgreementCommitment Increase Date as if made on and as of such date (or, shall in no event exceed US$400,000,000if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date). (b) each Prospective Lender, if not already a Any Assuming Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in Commitment Increase Date and the Commitment of any Lender) Increasing Lender and any such Assuming Lender shall become effective under this Section unless, on the date be increased as of such increase, the conditions set forth in paragraphs Commitment Increase Date; provided that: (bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to that effect dated such date and Commitment Increase set forth in clause (a) of this subsection has been satisfied; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit C (an “Assumption Agreement”) duly executed by such Assuming Lender and the Borrower and acknowledged by the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a Financial Officer copy of such confirmation to the CompanyBorrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall (A) record the information contained therein in the Register and (B) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, such Lender will be under no obligation to increase its Commitment hereunder. Following Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit C, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any increase of agreement with respect to a Lender's Commitment Increase on or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such increase Commitment Increase promptly on such date by facsimile transmission or extension electronic messaging system. On the date of such Commitment Increase, the Borrower shall continue (i) prepay the outstanding until Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the ends of Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Interests Periods applicable theretoRevolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05if any, payable under subsection 3.11.

Increase in Commitments. After the Restatement Date, the Company mayThe Borrower may at any time and from time to time, by written notice to the Administrative Agent, Agent (which shall promptly deliver a copy to the Banks) executed by a Responsible Officer of the Company Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"an “Increasing Bank”), which may include any LenderBank, cause the Commitments of the Prospective Lenders Increasing Banks to be increased (or cause Commitments the Increasing Banks to be extended by the Prospective Lenders, as the case may beextend new Commitments) in an amount for each Prospective Lender Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided, however, provided that (ai) the aggregate amount of the Lenders' Commitments after giving effect no Bank shall have any obligation to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000increase its Commitment pursuant to this paragraph, (bii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the term of this Agreement shall not exceed $200,000,000 in the aggregate, (iii) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Increases New Commitments and new increases in Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice applicable notices delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement2.17. Upon the effectiveness of any Accession Agreement to which any Prospective Lender Increasing Bank is a party, (i) such Prospective Lender Increasing Bank shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender Bank hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party Bank hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Total Commitments (or in the Commitment of any LenderBank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under this Section unless3.01(a)(ii) through (v), giving effect to such increase, (ii) on the effective date of such increase, the conditions representations and warranties of the Borrower and the Guarantors set forth in paragraphs (b) and (c) of Section 4.03 this Agreement shall be satisfied (with true and correct in all references in such paragraphs to a Borrowing being deemed to material respects and no Default shall have occurred and be references to such increase) continuing or would result therefrom, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following Borrower, and (iii) (x) upon the reasonable request of any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding Bank made at least five (5) days prior to the effectiveness of any Accession Agreement, the Borrower shall have provided to such Bank, and such Bank shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) Business Days prior to the effectiveness of any Accession Agreement and (y) at least three (3) Business Days prior to the effectiveness of any Accession Agreement, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Bank that so requests, a Beneficial Ownership Certification in relation to such Loan Party. On the effective date of any increase in the Commitments pursuant to this Section 2.17, to the extent there are outstanding Advances, the parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such increase, and their respective Commitments, after giving effect to such increase, will be re-established, and the effectiveness of such increase shall be conditioned on the implementation of such arrangements. This Section 2.17 shall supersede any provisions in Section 2.13 or extension shall continue outstanding until 10.01 to the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05contrary.

Increase in Commitments. After (a) So long as no Default or Event of Default exists or would arise therefrom, the Restatement Lead Borrower shall have the right, at any time and from time to time after the Closing Date, to request an increase of the Company mayaggregate 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 Non-Extended Commitments terminated (or will be terminated on or prior to the 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 written notice to the Lead Borrower, the Administrative Agent, executed in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Company Lead Borrower) to become a Lender hereunder and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) issue commitments in an amount for 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 Prospective such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender set forth in such noticeincreasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (ai) no Lender shall be obligated to provide a Commitment Increase as a result of any such request by the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000Lead Borrower, (bii) each Prospective Lender, if any Additional Commitment Lender which is not already a an existing Lender hereunder, shall be subject to the approval of the Administrative Agent Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld) withheld or delayed), and (ciii) each Prospective Lenderwithout the consent of the Administrative Agent, if not already 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 Lender hereunder, 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 following conditions have been satisfied or waived: (i) If a party Cash Dominion Event then exists, the Loan Parties shall have demonstrated, to this Agreement by completing the reasonable satisfaction of the Administrative Agent, that both before and delivering after giving effect to such Commitment 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 a duly executed Accession Agreement. Increases as the Lead Borrower and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective such Additional Commitment Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate agree; (iv) The Borrowers shall deliver to that effect 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 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 executed by a Financial Officer 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 Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior foregoing. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Commitment Increase (with each date of such increase or extension effectiveness 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 continue outstanding until be increased by the ends 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 respective Interests Periods applicable theretoExtended 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 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 shall then obtain Revolving Credit Loans from certain other Lenders (including the Additional Commitment Lenders), or (y) take such other actions as reasonably may be repaid or refinanced with new Standby 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 made pro rata on the basis of their Commitment Percentages (determined after giving effect to any increase in the Commitments pursuant to Sections 2.01 this SECTION 2.02), and 2.05(ii) the Borrowers shall pay to the Lenders any costs of the type referred to in SECTION 2.16(b) in connection with any repayment and/or Revolving Credit Loans required pursuant to preceding clause (i). Without limiting the obligations of the Borrowers provided for in this SECTION 2.02, the Administrative Agent and the Lenders agree that they will use their best efforts to attempt to minimize the 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 in the Commitments.

Increase in Commitments. After The Borrowers may from time to time, on any Business Day after the Restatement Date, the Company may, by written notice Effective Date and prior to the Administrative AgentTermination Date so long as no Default or Event of Default exists, executed increase the aggregate amount of the Revolving Credit Commitments by the Company and one or more financial institutions delivering a Commitment Amount Increase Request at least five (any 5) Business Days prior to the desired effective date of such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause increase (the Commitments of the Prospective Lenders to be increased “Commitment Amount Increase”) identifying an additional Lender (or cause additional Revolving Credit Commitments to be extended by for existing Lender(s)) and the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (ai) the aggregate amount of the Lenders' 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 increaseassignments, together with each Lender (including the aggregate amount Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, all outstanding Loans and L/C Obligations. It shall be subject a condition to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the such effectiveness of any Accession Agreement to which any Prospective Lender is a party, that (i) such Prospective Lender shall thereafter either no Eurocurrency Loans be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, outstanding on the date of such increase, effectiveness or the conditions set forth in paragraphs (b) Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (cii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 4.03 shall be satisfied (with all references in such paragraphs 3.7 hereof. The Borrowers agree to a Borrowing being deemed to be references to such increase) and pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have received a certificate any obligation to that effect dated such date increase its Revolving Credit Commitment and executed by a Financial Officer of the Company. Following any increase of a no Lender's ’s Revolving Credit Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable be increased without its written consent thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant each Lender may at its option, unconditionally and without cause, decline to Sections 2.01 and 2.05increase its Revolving Credit Commitment.

Increase in Commitments. After the Restatement Date, the Company may, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) The Aggregate Commitments shall automatically increase by the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, Acquisition Increase Amount on the date specified in (the notice delivered pursuant to this Section and (B“Acquisition Increase Date”) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to upon which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed Acquisition Increase Date (in sufficient copies for each Lender) signed by a Financial Responsible Officer of the Company. Following any increase Borrower certifying that all of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding the following conditions have been fully satisfied: (i) the Acquisition Closing Date shall have occurred prior to the effectiveness Acquisition Termination Date in accordance with the terms of the Acquisition Agreement (without giving effect to any amendment, modification, consent or waiver thereto (including, without limitation, any updates to the exhibits, annexes and schedules thereto) that is materially adverse to the interests of the Lenders (in their capacity as such), unless the Administrative Agent and the Required Lenders have delivered their prior written consent thereto, such consent not to be unreasonably withheld or delayed), (ii) no Default exists, (iii) the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of such date (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15(a), the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (iv) any fees and expenses required to be paid on or before the Acquisition Increase Date pursuant to the terms of the Fee Letters shall have been paid, and (v) the Administrative Agent shall have received satisfactory evidence that the Company Credit Agreement and the Rice Midstream Holdco Credit Agreement, as each of such terms is defined in the Acquisition Agreement, have been terminated and all amounts due and payable thereunder have been paid in full. Each Lender’s Commitment shall increase by its Pro Rata Share of the Acquisition Increase Amount on the Acquisition Increase Date as reflected on Schedule 2.01. (b) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders) after the earlier to occur of the Acquisition Increase Date or the Acquisition Termination Date, the Borrower may on a one-time basis request an increase in the Aggregate Commitments by an amount not exceeding $500,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. (c) If the Aggregate Commitments are increased in accordance with Section 2.15(b), the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or extension shall continue outstanding until the ends Assistant Secretary of the respective Interests Periods applicable theretoBorrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to Section 2.15(b) and with a maturity date of the Stated Maturity Date then in effect, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, and (ii) a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date (or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15(c), the representations and warranties contained in subsections (a) and (b) of Section 5.04 shall then be repaid or refinanced with new Standby Loans made deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists. (d) The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. (e) This Section shall supersede any provisions in Sections 2.01 and 2.052.12 or 10.01 to the contrary.

Increase in Commitments. After The Borrower may, from time to time, on any Business Day prior to the Restatement Termination Date, increase the Company may, aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent, executed by Agent at least five (5) Business Days prior to the Company and desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective additional Lenders to be increased (or cause additional Commitments to be extended for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, of its Commitment (or additional amount of its Commitment(s)); provided, however, that (ai) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldincreased by an amount in excess of $250,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) 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, and (civ) each Prospective Lender, if all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already a Lender hereunderqualified by materiality or Material Adverse Effect, shall become a party to this Agreement by completing otherwise in all respects) at the time of such request and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of such Commitment Amount Increase (except to the Accession Agreementextent 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 date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of any Accession Agreement Loans. It shall be a condition to which any Prospective Lender is a party, such effectiveness that (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of if any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, Eurodollar Loans are outstanding on the date of such increaseeffectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.03 such Eurodollar Loans shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references prepaid on such date and the Borrower shall pay any amounts owing to such increasethe Lenders pursuant to Section 1.11 hereof and (ii) the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase 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 received a certificate any obligation to that effect dated such date increase its Commitment and executed by a Financial Officer of the Company. Following any increase of a no Lender's ’s Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable be increased without its consent thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant each Lender may at its option, unconditionally and without cause, decline to Sections 2.01 and 2.05increase its Commitment.

Increase in Commitments. After (a) At any time after the Restatement Amendment No. 4 Effective Date but prior to the Business Day immediately preceding the Maturity Date, the Company may, by written notice to the Administrative Agent, executed by the Company and Borrower may effectuate one or more financial institutions increases in the 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 financial institution referred Eligible Assignee that is an existing Lender to increase its Commitment as such Lender shall so select (an “Increasing Lender”) and, in this Section being called a "Prospective the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender"”), 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, (ii) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the corresponding type of Commitments and Advances except as to upfront fees which may include any be as agreed to between the Borrower and such Increasing Lender or Additional Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that and (aiii) the aggregate amount of all such Commitment Increases shall not exceed $20,000,000. The Borrower shall provide prompt notice of such proposed Commitment Increase pursuant to this Section 2.16 to the Administrative Agent and the Lenders' Commitments after giving effect . This Section 2.16 shall not be construed to such increase, together with create any obligation on the aggregate amount of Administrative Agent or any Lender to advance or to commit to advance any credit to the commitments under Borrower or to arrange for any other Person to advance or to commit to advance any credit to the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each Prospective Lender, if not already a Lender hereunder, of following conditions shall be subject to have been satisfied: (i) the approval of receipt by the Administrative Agent of (which approval shall not be unreasonably withheldA) an agreement in form and (c) substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Prospective Increasing Lender and/or each Additional Lender, setting forth the Commitments, if not already a any, of each such Increasing Lender hereunderand/or Additional Lender and, shall if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by completing all the terms and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunderprovisions hereof binding upon each Lender, on the date specified in the notice delivered pursuant to this Section and (B) in the case such evidence of Prospective Revolving Lenders not already parties hereunder, appropriate authorization on the effective date part of the Accession Agreement. Upon Borrower with respect to such Commitment Increase and such legal opinions as the effectiveness of any Accession Agreement to which any Prospective Lender is a partyAdministrative Agent may reasonably request, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment funding by each Increasing Lender and Additional Lender of the additional Advances to be made by each such Lender as provided to effect the prepayment requirement set forth in Section 2.6(c), (iii) 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 Accession Agreement. Upon Commitment Increase, no Default has occurred and is continuing, (B) all representations and warranties made by the effectiveness of Borrower in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any increase pursuant to this Section representations and warranties that already are qualified or modified by materiality in the Commitment of a Lender already a party hereundertext thereof), Schedule 2.01 shall be deemed unless such representation or warranty relates to have been amended to reflect the increased Commitment an earlier date which remains true and correct in all material respects as of such Lender. Notwithstanding the foregoing, no increase earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the aggregate Commitments text thereof), and (C) the pro forma compliance with the covenant in Section 6.16, after giving effect to such Commitment Increase, and (iv) receipt by the Increasing Lender or in Additional Lender, as applicable, of all such fees as agreed to between such Increasing Lender and/or Additional Lender and the Commitment of Borrower. (c) Notwithstanding any Lender) shall become effective under this Section unlessprovision contained herein to the contrary, on from and after the date of such increaseCommitment Increase, all calculations and payments of interest on the conditions set forth in paragraphs Advances shall take into account the actual Commitments of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time. (bd) and (c) On any Increase Date, each Revolving Lender’s share of Section 4.03 the applicable Letter of Credit Exposure on such date shall automatically be satisfied (with all references in such paragraphs to a Borrowing being deemed to equal such Revolving Lender’s Pro Rata Share of such Letter of Credit Obligations (such Pro Rata Share for such Revolving Lender to be references determined as of the Increase Date after giving effect to such increaseCommitment Increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed without further action by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05party.

Increase in Commitments. After the Restatement Date, the Company may, by written notice (a) Subject to the Administrative Agentterms and conditions set forth herein, executed by APA shall have the Company and one or more financial institutions (any such financial institution referred right to cause from time to time an increase in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders by up to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) US$500,000,000 in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect (a “Commitment Increase”) by adding to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if this Agreement one or more additional financial institutions that are not already a Lender hereunder, shall be subject Lenders hereunder and that are consented to the approval of by the Administrative Agent (which approval consent shall not be unreasonably withheldwithheld or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “CI Lender”); provided, however that (i) at the time of, and after giving effect to, the Commitment Increase, no Event of Default shall have occurred which is continuing, (cii) each Prospective no such Commitment Increase shall cause the total amount of the Commitments to exceed US$2,300,000,000, (iii) no Lender’s Commitment or Issuing Bank’s Letter of Credit Commitment shall be increased without such Lender’s or such Issuing Bank’s, if not already a Lender hereunderas applicable, shall become a party to this Agreement by completing prior written consent (which consent may be given or withheld in such Lender’s or such Issuing Bank’s sole and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective absolute discretion), (Aiv) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunderif, on the effective date of such increase, any Loans have been funded, then Borrower shall be obligated to pay any breakage fees or costs in connection with the Accession Agreementreallocation of such outstanding Loans, and (v) each CI Lender shall execute a Notice of Commitment Increase and deliver such executed notice to the Administrative Agent. (b) Any Commitment Increase must be requested by written notice from APA to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit G attached hereto. Upon Once the effectiveness Notice of any Accession Agreement 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 less than five (5) Business Days after receipt by the Administrative Agent) or on another date agreed to which any Prospective Lender is a partyby the Administrative Agent and APA (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Prospective CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender shall thereafter be deemed to be a party 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 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) Borrower shall be entitled responsible to all rightspay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) Each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness (i) the Administrative Agent shall record in its records the CI Lender’s information as provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire in form satisfactory to the Administrative Agent that shall be executed and delivered by each CI Lender to the Administrative Agent on or before the Commitment Increase Effective Date, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 2.1 hereof shall be deemed amended and restated to have been amended set forth all Lenders (including any CI Lenders) that will be Lenders hereunder after giving effect to reflect the such Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 Increase (which shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) Annex I to the applicable Notice of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increaseCommitment Increase) and the Administrative Agent shall have received distribute to each Lender (including each CI Lender) a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness copy of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable theretoamended and restated Schedule 2.1, and (iii) each CI Lender identified on the Notice of Commitment Increase for such Commitment Increase shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05a “Lender” for all purposes under this Agreement.

Increase in Commitments. After (a) At any time following the Restatement Closing Date, the Company may, Borrower may by written notice to the Administrative Agent, executed by Agent elect to request the Company and establishment of: (i) one or more financial institutions incremental term loan commitments (any such financial institution referred incremental term loan commitment, an “Incremental Term Loan Commitment”) to make one or more term loans (any such additional term loans, an “Incremental Term Loan”); or (ii) one or more increases in the Revolving Commitments (any such increase, an “Incremental Revolving Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”) to make additional revolving credit loans under this Section being called Agreement (any such increase, an “Incremental Revolving Credit Increase” and, together with the Incremental Term Loans, the “Incremental Loans ”); provided that (1) the total aggregate principal amount for all such Incremental Loan Commitments shall not (as of any date of incurrence thereof) exceed $250,000,000 and (2) the total aggregate amount for each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than a "Prospective Lender"minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may include invite any Lender, cause any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Commitments Administrative Agent, to provide an Incremental Loan Commitment (any such Person, an “Incremental Lender”). Any proposed Incremental Lender offered or approached to provide all or a portion of the Prospective Lenders any Incremental Loan Commitment may elect or decline, in its sole discretion, to be increased provide such Incremental Loan Commitment. Any Incremental Loan Commitment shall become effective as of such Increased Amount Date; provided that: (A) no Default or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in Event of Default shall exist on such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments Increased Amount Date before or after giving effect to such increase, together with (1) any Incremental Loan Commitment and (2) the aggregate amount making of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, any Incremental Loans pursuant thereto; (bB) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Lenders shall have received from the Borrower a Pro Forma Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants set forth in Section 7.10 based on the financial statements most recently delivered pursuant to Section 7.1(a) or 7.1(b), as applicable, both before and after giving effect (which approval shall not on a pro forma basis) to (x) any Incremental Loan Commitment, (y) the making of any Incremental Loans pursuant thereto (with any Incremental Loan Commitment being deemed to be unreasonably withheldfully funded) and (cz) any Permitted Acquisition consummated in connection therewith; (C) each Prospective Lenderof the representations and warranties contained in Section 6 shall be true and correct in all material respects, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering except to the Administrative Agent extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects, on such Increased Amount Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date); (D) the proceeds of any Incremental Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions); (E) each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective pari passu basis; (AF) in the case of Prospective each Incremental Term Loan (the terms of which shall be set forth in a Lender joinder agreement), such Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the Administrative Agent, the Incremental Lenders already parties hereundermaking such Incremental Term Loan and the Borrower, on but will not in any event have a shorter weighted average life to maturity than the remaining weighted average life to maturity of any prior Incremental Term Loan or a maturity date specified earlier than the latest Termination Date then in effect for any prior Incremental Term Loan or any Revolving Loan and except as provided above, all other terms and conditions applicable to any Incremental Term Loan shall be reasonably satisfactory to the notice delivered pursuant to this Section Administrative Agent and the Borrower; (BG) in the case of Prospective each Incremental Revolving Lenders not already parties hereunder, on Credit Increase (the effective date terms of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.Lender joinder agreement):

Increase in Commitments. After the Restatement Date, the (a) The Company maymay at any time and from time to time, by written notice to the Administrative Agent, Agent (which shall promptly deliver a copy to the applicable Lenders) executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective an “Increasing Lender"”), which may include any Lender, cause the new Global Tranche Commitments of the Prospective Lenders to be increased (or cause US Tranche Commitments to be extended by the Prospective LendersIncreasing Lenders (or cause the existing Global Tranche Commitments or US Tranche Commitments of the Increasing Lenders to be increased, as the case may be) in an amount for each Prospective Increasing Lender (which shall not be less than US$5,000,000) set forth in such notice, provided, however, ; provided that (ai) the new Commitments and increases in existing Commitments pursuant to this paragraph shall not be greater than US$500,000,000 in the aggregate during the term of this Agreement and shall not be less than US$10,000,000 (or any portion of such US$500,000,000 aggregate amount of the Lenders' Commitments after giving effect to remaining unused) for any such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (bii) each Prospective Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each LC Issuer (which approval shall not be unreasonably withheld) and (ciii) each Prospective Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Company (an “Accession Agreement”). Increases New Commitments and new increases in Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice applicable notices delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreementparagraph. Upon the effectiveness of any Accession Agreement to which any Prospective Increasing Lender is a party, (i) such Prospective Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment or Commitments of the additional such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under this Section unless4.02(b) and (c), giving effect to such increase and (ii) on the effective date of such increase, the conditions set forth in paragraphs (bSections 4.01(b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing Credit Event being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.#95460429v5

Increase in Commitments. After the Restatement Date, the Company mayThe Borrower may at any time and from time to time, by written notice to the Administrative Agent, Agent (which shall promptly deliver a copy to the Banks) executed by the Company Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"an “Increasing Bank”), which may include any LenderBank, cause the Commitments of the Prospective Lenders Increasing Banks to be increased (or cause Commitments the Increasing Banks to be extended by the Prospective Lenders, as the case may beextend new Commitments) in an amount for each Prospective Lender Increasing Bank (which shall not be less than $10,000,000) set forth in such notice, provided, however, provided that (ai) the aggregate amount of the Lenders' Commitments after giving effect no Bank shall have any obligation to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000increase its Commitment pursuant to this paragraph, (bii) all new Commitments and increases in existing Commitments becoming effective under this paragraph during the term of this Agreement shall not exceed $250,000,000 in the aggregate, (iii) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective LenderIncreasing Bank, if not already a Lender Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Increases New Commitments and new increases in Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice applicable notices delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement2.17. Upon the effectiveness of any Accession Agreement to which any Prospective Lender Increasing Bank is a party, (i) such Prospective Lender Increasing Bank shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender Bank hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party Bank hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Total Commitments (or in the Commitment of any LenderBank) pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered under this Section unless3.01(a)(ii) through (v), giving effect to such increase and (ii) on the effective date of such increase, the conditions representations and warranties of the Borrower and the Guarantor set forth in paragraphs (b) and (c) of Section 4.03 this Agreement shall be satisfied (with true and correct in all references in such paragraphs to a Borrowing being deemed to material respects and no Default shall have occurred and be references to such increase) continuing, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyBorrower. Following On the effective date of any increase of a Lender's Commitment or any extension of a new Commitment in the Commitments pursuant to this paragraphSection 2.17, any Standby Loans to the extent there are outstanding prior Advances, the parties hereto shall implement such arrangements as may be agreed upon by the Borrower and the Administrative Agent to ensure that the proportion between the Banks’ outstanding Advances, after giving effect to such increase, and their respective Commitments, after giving effect to such increase, will be re-established, and the effectiveness of such increase shall be conditioned on the implementation of such arrangements. This Section 2.17 shall supersede any provisions in Section 2.13 or extension shall continue outstanding until 10.01 to the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05contrary.

Increase in Commitments. After the Restatement Date, the The Company may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to the Lenders), executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective an “Increasing Lender"”), which may include any Lender, cause Commitments to be made available by the Increasing Lenders (or cause the Commitments of the Prospective Increasing Lenders to be increased (or cause Commitments to be extended by the Prospective Lendersincreased, as the case may be) in an amount not less than $10,000,000 and in an aggregate amount that is an integral multiple of $1,000,000 for each Prospective Increasing Lender set forth in such notice, provided, however, that (a) the aggregate amount of all new Commitments and increases in existing Commitments pursuant to this paragraph during the Lenders' Commitments after giving effect to such increase, together with the aggregate amount term of the commitments under the Five-Year Credit Agreement, this Agreement shall in no event exceed US$400,000,000$250,000,000, (b) each Prospective Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement substantially in the form set forth in Exhibit G (an “Accession Agreement”). Increases New Commitments and new increases in Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice applicable notices delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession AgreementSection. Upon the effectiveness of any Accession Agreement to which any Prospective Increasing Lender is a party, (i) such Prospective Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunderhereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the Agent shall have received a certificate, dated as of the effective date of such increase and executed by the chief financial officer or the chief accounting officer of the Company, to the effect that the conditions set forth in paragraphs (b), (c) and (cd) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company). Following any increase of a Lender's Commitment or any extension of a new Commitment or increase of a Lender’s Commitment pursuant to this paragraphSection 2.18, any Standby Loans outstanding prior to the effectiveness of such extension or increase or extension shall continue remain outstanding until the ends of the respective Interests Interest Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections Section 2.01 and 2.05ratably in accordance with the respective Commitments of the Lenders.

Increase in Commitments. After the Restatement Date, the Company may(a) Alcoa may from time to time, by written notice to the Administrative Agent, executed by the Company Alcoa and one or more financial institutions (any such financial institution referred to in this Section being called a "“Prospective Lender"”), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, ; provided, however, that (ai) the amount of any such increase in the Commitments shall be no less than $25,000,000, (ii) the sum of the aggregate amount of the Lenders' increases in Commitments after giving effect to such increaseunder this Section 2.20, together with the aggregate amount of the increases in commitments under Section 2.20 of the 2003 Five-Year Credit Agreement and the aggregate amount of increases in commitments under Section 2.20 of the 2004 Five-Year Credit Agreement, in each case during the term of this Agreement, shall in no event not exceed US$400,000,000$500,000,000, (biii) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (civ) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases in Commitments and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunderhereto, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, unless (i) the Administrative Agent shall have received documents consistent with those delivered under paragraphs (a) and (c) of Section 4.01 as to the corporate power and authority of Alcoa to borrow hereunder after giving effect to such increase and (ii) on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyAlcoa. Following any increase of a Lender's ’s Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Section 2.01; provided that notwithstanding anything to the contrary in this Agreement, the conditions to borrowing set forth in Section 4.02 shall not apply to such new Loans to the extent they are in a principal amount not greater than that of the Loans being refinanced. Notwithstanding anything to the contrary in this Agreement, no Lender shall be required to be a Prospective Lender.

Increase in Commitments. After the Restatement Date, the Company may, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) The Borrower shall have the aggregate amount of right at any time and from time to time after the Lenders' Commitments after giving effect Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Aggregate Commitment (each such increaseproposed increase being a “Commitment Increase”), together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already either by having a Lender hereunderincrease its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), shall be subject to in each case with the approval of the Administrative Agent Agent, each LC Issuer and the Swingline Lender (which such approval shall not to be unreasonably withheld) and (c) ), which notice shall specify the name of each Prospective Increasing Lender and/or Assuming Lender, if not already a as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender hereunderor Assuming Lender, shall become a party and the date on which such increase is to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become be effective (Athe “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the case sole discretion of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, each Lender; provided further that: (i) any such Prospective Lender shall thereafter be deemed to be request for a party to this Agreement and Commitment Increase shall be entitled to all rights, benefits and privileges accorded in a Lender hereunder and subject to all obligations minimum amount of $25,000,000 or a Lender hereunder and higher integral multiple of 12640621v 1 24740.0002 44 $1,000,000; (ii) Schedule 2.01 immediately after giving effect to any Commitment Increase, the Aggregate Commitment shall not exceed $450,000,000 and the aggregate amount of all Commitment Increases shall not exceed $150,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties contained in Article 5 (other than in Section 5.5) shall be deemed true on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been amended to reflect made as of a specified date, as of such specific date). (b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the new Commitment of a Lender already a party hereundereach Assuming Lender, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoingas applicable, no increase in the aggregate Commitments (or in the Commitment of any Lenderresulting therefrom) shall become effective under this Section unless, on as of the date of such increase, the conditions set forth in paragraphs Commitment Increase Date; provided that: (bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date a certificate to of an Authorized Officer stating that effect dated such date and executed by a Financial Officer each of the Company. Following any increase of a applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender's Commitment , the Administrative Agent shall have received, on or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the effectiveness Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m. on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such increase or extension confirmation to the Borrower. (c) On each Commitment Increase Date upon such time as the applicable conditions set forth in Sections 2.20(a) and 2.20(b) have been satisfied, the Borrower shall continue (i) prepay the then outstanding until Advances (if any) in full prior to giving effect to such Commitment Increase, (ii) if the ends of Borrower shall so request, request new Advances from the respective Interests Periods applicable Lenders (including any Assuming Lender) in an aggregate amount at least equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase) and shall then be repaid or refinanced with new Standby Loans made pursuant (iii) pay to Sections 2.01 and 2.05the Lenders any funding indemnification amounts required by Section 3.3.

Increase in Commitments. After (a) The Borrower shall have the Restatement Dateright, at any time prior to the Company may, date that is thirty (30) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Revolver Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Lenders increase their respective Revolver Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver 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 $5,000,000 (or such lesser amount as the Administrative Agent may reasonably agree), (ii) immediately after giving effect to any Commitment Increase, the aggregate Revolver Commitments shall not exceed $200,000,000, and (iii) no Default or Event of Default shall have occurred and be continuing on the applicable Commitment Increase Date (as hereinafter defined) or shall result from any Commitment Increase. 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. 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 executing a commitment with any Person that is not already a Lender. Section 5.07 will be adjusted by mutual consent of the Borrower and the Majority Lenders. An existing Lender shall have priority over Additional Lenders to participate in such requested Commitment Increase if such existing Lender provides written notice of its election to participate within ten (10) Business Days of such existing Lender’s receipt of such notice. Such notice from the Borrower shall specify the requested amount of the 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 to the Administrative Agent, any fees paid by the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender, and the Administrative Agent, 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, not to be unreasonably withheld, conditioned or delayed, of the Administrative 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 Administrative Agent and the Borrowers may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Revolver 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 Revolver Commitments are increased in accordance with this Section 2.14, 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 and the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in Section 2.14(a)(i) through (iii) 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 the Administrative Agent and each other 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 Lenders or their counsel may reasonably request; (B) an instrument, duly executed by the Company Borrower and one each Guarantor acknowledging and reaffirming its obligations under this Agreement, the Collateral Documents, and the other Loan Documents to which it is a party; (C) a certificate of the secretary or more an assistant secretary of the Borrower and 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 institutions 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 (except to the extent any such financial institution referred representation or warranty is expressly stated to have been made as of a specific date, in this Section being called a "Prospective Lender"which case such representation or warranty is true and correct in all material respects as of such date), which may include any Lenderand (y) no Default or Event of Default has occurred and is continuing, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments both immediately before and after giving effect to such increase, together with Commitment Increase (including any Borrowings in connection therewith and the aggregate amount application of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, proceeds thereof); and (bE) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of such other documents or items that the Administrative Agent Agent, the Lenders or their counsel may reasonably request. (which approval shall not be unreasonably withheldii) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in In the case of Prospective Lenders already parties hereunderany Borrowing of Revolver Advances in connection with such Commitment Increase for the purpose of funding an Acquisition, on the date specified applicable conditions set forth in this Agreement with respect to Acquisitions shall have been satisfied. (e) On the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a partyCommitment Increase Date, (i) such Prospective Lender the aggregate principal outstanding amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rightsrepaid, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 immediately after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have been made new Borrowings of Revolver 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 Period specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.01, (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 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 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 ▇▇▇▇▇▇’s pro rata percentage (calculated without giving effect to the Commitment Increase) of the Initial Advances and (z) such ▇▇▇▇▇▇’s pro rata percentage (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolver 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 (vii) the signature pages hereto shall be deemed amended to reflect the Commitment Revolver Commitments of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant all Lenders after giving effect to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be Increase. The deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans payments made pursuant to Sections 2.01 and 2.05clause (i) above in respect of each Euro-Dollar Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. After the Restatement Date, the Company may, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) The Borrower shall have the aggregate amount of right at any time and from time to time after the Lenders' Commitments after giving effect Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Aggregate Commitment (each such increaseproposed increase being a “Commitment Increase”), together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already either by having a Lender hereunderincrease its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), shall be subject to in each case with the approval of the Administrative Agent Agent, each LC Issuer and the Swingline Lender (which such approval shall not to be unreasonably withheld) and (c) ), which notice shall specify the name of each Prospective Increasing Lender and/or Assuming Lender, if not already a as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender hereunderor Assuming Lender, shall become a party and the date on which such increase is to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become be effective (Athe “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the case sole discretion of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, each Lender; provided further that: (i) any such Prospective Lender shall thereafter be deemed to be request for a party to this Agreement and Commitment Increase shall be entitled to all rights, benefits and privileges accorded in a Lender hereunder and subject to all obligations minimum amount of $25,000,000 or a Lender hereunder and higher integral multiple of $1,000,000; (ii) Schedule 2.01 immediately after giving effect to any Commitment Increase, the Aggregate Commitment shall not exceed $450,000,000 and the aggregate amount of all Commitment Increases shall not exceed $150,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties contained in Article 5 (other than in Section 5.5) shall be deemed true on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been amended to reflect made as of a specified date, as of such specific date). (b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the new Commitment of a Lender already a party hereundereach Assuming Lender, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoingas applicable, no increase in the aggregate Commitments (or in the Commitment of any Lenderresulting therefrom) shall become effective under this Section unless, on as of the date of such increase, the conditions set forth in paragraphs Commitment Increase Date; provided that: (bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date a certificate to of an Authorized Officer stating that effect dated such date and executed by a Financial Officer each of the Company. Following any increase of a applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender's Commitment , the Administrative Agent shall have received, on or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the effectiveness Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m. on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such increase or extension shall continue outstanding until confirmation to the ends of Borrower. (c) On each Commitment Increase Date upon such time as the respective Interests Periods applicable thereto, conditions set forth in Sections 2.20(a) and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.2.20

Increase in Commitments. After (a) Subject to the Restatement Dateterms and conditions set forth herein, the Company mayBorrower shall have the right from time to time, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to cause an increase in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders (a “Commitment Increase”) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are satisfactory to the Administrative Agent and the Issuing Lender (each, a “New Lender”) or by allowing one or more existing Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, increase their respective Commitments; provided that (ai) the aggregate amount of the Lenders' Commitments both before and immediately after giving effect to such increaseCommitment Increase, together no Default or Event of Default shall have occurred and be continuing as of the effective date of such Commitment Increase (such date, the “Commitment Increase Date”), (ii) no such Commitment Increase shall be in an amount less than $10,000,000, (iii) after giving effect to such Commitment Increase, the Total Commitments shall not exceed $500,000,000 and (iv) 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 absolute discretion). (b) The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) of its intention to increase the aggregate Commitments pursuant to this Section 2.19. Each such Notice of Commitment Increase shall specify (i) the proposed Commitment Increase Date, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000requested Commitment Increase, (biii) as applicable, the identity of each Prospective Lender, if not already a New Lender and Lender that has agreed in writing to increase its Commitment hereunder, shall be subject to and (iv) the approval amount of the Administrative Agent (which approval shall not be unreasonably withheld) respective Commitments of the then existing Lenders and the New Lenders from and after the Commitment Increase Date. (c) On any Commitment Increase Date, the Lenders shall purchase and assume (without recourse or warranty) from the Lenders (i) Loans, to the extent that there are any Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure, in each Prospective Lendercase, if not already a to the extent necessary to ensure that after giving effect to the Commitment Increase, each Lender hereunder, has outstanding Loans and participation interests in outstanding LC Exposure equal to its Applicable Percentage of the Commitments. Each Lender shall become a party make any payment required to this Agreement be made by completing and delivering it pursuant to the preceding sentence via wire transfer to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession AgreementCommitment Increase Date. Upon the effectiveness of any Accession Agreement to which any Prospective Each existing Lender is a party, (i) such Prospective Lender shall thereafter be automatically deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder have assigned any outstanding Loans on the Commitment Increase Date and (ii) Schedule 2.01 agrees to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentences. If, on such Commitment Increase Date, any Loans that are Eurodollar Loans have been funded, then the Borrower shall be deemed obligated to have been amended pay any breakage fees or costs that are payable pursuant to reflect Section 2.15 in connection with the reallocation of such outstanding Loans to effectuate the provisions of this Section 2.19(c). (d) Each Commitment of Increase shall become effective on its Commitment Increase Date and upon such effectiveness: (i) the additional Lender Administrative Agent shall record in the register each then New Lender’s information as provided in such Accession Agreement. Upon the effectiveness applicable Notice of any increase Commitment Increase and pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 an Administrative Questionnaire that shall be deemed executed and delivered by each New Lender to have been the Administrative Agent on or before such Commitment Increase Date, (ii) Schedule 1.1A shall be amended and restated to reflect the increased set forth all Lenders (including any New Lenders) that will be Lenders hereunder after giving effect to such Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments Increase (or in the Commitment of any Lender) which amended and restated Schedule 1.1A shall become effective under this Section unless, on the date of such increase, the conditions be set forth in paragraphs (b) and (c) Annex I to the applicable Notice of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increaseCommitment Increase) and the Administrative Agent shall have received distribute to each Lender (including each New Lender) a copy of such amended and restated Schedule 1.1A, and (iii) each New Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Agreement. (e) As a condition precedent to any Commitment Increase, the Borrower shall deliver to the Administrative Agent (i) a certificate of a Responsible Officer dated as of the Commitment Increase Date certifying and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase and certifying that, before and after giving effect to such Commitment Increase, (A) the representations and warranties contained in this Agreement and the other Loan Documents made by it and the other Loan Parties are true and correct in all material respects on and as of the Commitment Increase Date, except to the extent that effect dated such representations and warranties specifically refer to an earlier date and executed by a Financial Officer (B) no Default or Event of Default exists or will exist as of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable theretoIncrease Date, and shall then be repaid or refinanced (ii) any legal opinions, certificates and/or other documents reasonably requested by the Administrative Agent in connection with new Standby Loans made pursuant to Sections 2.01 and 2.05the Commitment Increase.

Increase in Commitments. After The Borrower shall have the Restatement Dateright at any time, but in no event more than once in any consecutive twelve month period, to increase the Company may, aggregate Commitments in integral multiples of $10,000,000 but not to exceed $50,000,000 in the aggregate by written notice adding to the Administrative Agent, executed by the Company and this Agreement one or more financial institutions other Eligible Assignees (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased Lender (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount consent of the commitments under the Five-Year Credit Agreementsuch Lender)) (each such Eligible Assignee, shall in no event exceed US$400,000,000an “Additional Lender”), (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to with the approval of the Administrative Agent (which approval shall not to be unreasonably withheld) ), each of which Additional Lenders shall have entered into an agreement in form and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party substance satisfactory to this Agreement by completing the Borrower and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section which such Additional Lender shall become effective undertake a Commitment (if any such Additional Lender is a Lender, its Table of Contents Commitment shall be in addition to such Lender’s Commitment hereunder) which such Commitment shall be in an amount at least equal to (i) for each Additional Lender that is not a Lender, $10,000,000 or a larger integral multiple of $1,000,000 and (ii) for each Additional Lender that is a Lender, an amount equal to the product of (A) such Lender’s proposed total increase in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section its Commitment and (B) such increase over the aggregate proposed increases of all the Lenders’ Commitments (but in no event shall such Lender’s Commitment be increased in an amount greater than its proposal), and upon the case effectiveness of Prospective Revolving Lenders not already parties hereunder, on such agreement (the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement such agreement being hereinafter referred to which any Prospective Lender is a party, (ias the “Increased Commitment Date”) such Prospective Additional Lender shall thereafter be deemed to be thereupon become a party to “Lender” for all purposes of this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no the increase in the aggregate Commitments hereunder pursuant to this Section 2.04(c) shall be effective only if: (i) the Borrower shall have given the Administrative Agent notice of any such increase at least three Business Days prior to any such Increased Commitment Date; (ii) no Default or Event of Default shall have occurred and be continuing as of the date of the notice referred to in the foregoing clause (i) or on the Increased Commitment Date; (iii) no Advances shall be outstanding hereunder and no Notice of Borrowing shall have been given, in each case, on and as of any Lendersuch Increased Commitment Date; (iv) there shall become effective under this have been no reduction of the Commitments pursuant to Section unless, 2.04(a) hereof on or prior to any such Increased Commitment Date; and (v) on the date of such increasethe notice referred to in clause (i) above and on the Increased Commitment Date, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) ▇▇▇▇▇’▇ Rating is at or above Baa2 and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment Standard & Poor’s Rating is at or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05above BBB.

Increase in Commitments. After The Borrower may, from time to time, on any Business Day prior to the Restatement Termination Date, increase the Company may, aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent, executed by Agent at least five (5) Business Days prior to the Company and desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective additional Lenders to be increased (or cause additional Commitments to be extended for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, of its Commitment (or additional amount of its Commitment(s)); provided, however, that (ai) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldincreased by an amount in excess of $150,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) 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, and (civ) each Prospective Lender, if all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects (where not already a Lender hereunderqualified by materiality or Material Adverse Effect, shall become a party to this Agreement by completing otherwise in all respects) at the time of such request and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of such Commitment Amount Increase (except to the Accession Agreementextent 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 date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of any Accession Agreement Loans. It shall be a condition to which any Prospective Lender is a party, such effectiveness that (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of if any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, Eurodollar Loans are outstanding on the date of such increaseeffectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.03 such Eurodollar Loans shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references prepaid on such date and the Borrower shall pay any amounts owing to such increasethe Lenders pursuant to Section 1.11 hereof and (ii) the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase 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 received a certificate any obligation to that effect dated such date increase its Commitment and executed by a Financial Officer of the Company. Following any increase of a no Lender's ’s Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable be increased without its consent thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant each Lender may at its option, unconditionally and without cause, decline to Sections 2.01 and 2.05increase its Commitment.

Increase in Commitments. After SEI may at any time and from time to time, by delivery to the Restatement Administrative Agent of a written notice signed by a Responsible Officer of SEI (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request the addition of a new tranche of term loans (an “Incremental Term Facility”) or an increase in the Aggregate Commitments (an “Incremental Revolving Commitment”) or a combination thereof; provided that at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, (i) no Default or Event of Default shall exist, and (ii) SEI shall be in pro forma compliance with the financial covenants set forth in Section 7.01 (as demonstrated in a Compliance Certificate executed by a Responsible Officer of SEI). Each Incremental Term Facility or Incremental Revolving Commitment shall be in an aggregate principal amount not less than $15,000,000 (or such lesser amount as may be acceptable to the Administrative Agent), and the aggregate principal amount of all such Incremental Term Facilities and Incremental Revolving Commitments shall not exceed $30,000,000. Each Incremental Term Facility (a) shall rank pari passu or junior in right of payment and of security with the Loans (and any such Incremental Term Facility which is junior in right of payment shall have customary second lien, subordination, standstill and other provisions reasonably acceptable to the Administrative Agent), (b) shall not mature earlier than the Maturity Date, (c) shall have a weighted average life and contain terms as to prepayments and amortization that are acceptable to the Company mayAdministrative Agent and, by written notice in the event of any such Incremental Term Facility greater than $25,000,000, have pricing acceptable to the Administrative Agent, and (d) shall not contain additional or different covenants or financial covenants which are more restrictive in any material respect than the covenants in the Loan Documents at the time of the incurrence of such Incremental Term Facility unless either such covenants benefit all of the Lenders or are otherwise consented to by the Administrative Agent. Any such notice shall set forth the amount and terms of the relevant Incremental Term Facility or Incremental Revolving Commitment requested by SEI and to be agreed by any Lenders or Additional Lenders (as herein defined) under such Incremental Term Facility or providing such Incremental Revolving Commitment. SEI may arrange for one or more banks or other financial institutions or, in the case of an Incremental Term Facility, institutional investors, each of which shall be reasonably satisfactory to the Administrative Agent and, with respect only to Incremental Revolving Commitments, the Swing Line Lender and the L/C Issuer (any such bank or other financial institution being called an “Additional Lender”), to extend commitments under the Incremental Term Facility or provide a portion of the Incremental Revolving Commitment, and each existing Lender shall be afforded an opportunity, but shall not be required, to provide a portion of any such Incremental Term Facility or provide a portion of such Incremental Revolving Commitment. Commitments in respect of any Incremental Term Facility or any Incremental Revolving Commitment shall become Commitments under this Agreement, and each Additional Lender shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company and one or more financial institutions (any Borrowers, each existing Lender agreeing to provide such financial institution referred to in this Section being called a "Prospective Lender")Commitment, which may include any Lenderif any, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Additional Lender, if not already a Lender hereunderany, and the Administrative Agent. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents to the extent (but only to the extent) necessary to effect the provisions of this Section. The effectiveness of any Incremental Facility Amendment shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, satisfaction on the date specified in the notice delivered pursuant to this Section and (B) in the case thereof of Prospective Revolving Lenders not already parties hereunder, on the effective date each of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs Section 4.02 (b) and (c) it being understood that all references to “date of the applicable Credit Extension” in such Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to refer to the effective date of such Incremental Facility Amendment). The proceeds of any Incremental Term Facility or any Incremental Revolving Commitment will be references to such increase) used for working capital, capital expenditures and other general corporate purposes not in contravention of any Law or of any Loan Document, other than for the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer call of, or tender for, all or substantially all of the CompanySenior Indenture Notes permitted by Section 7.17(a). Following No Incremental Revolving Commitment shall increase the sublimit for Letters of Credit or Swing Line Loans without the consent of the L/C Issuer or the Swing Line Lender, as applicable. This Section shall supersede any increase of a Lender's Commitment provisions in Sections 2.13 or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior 10.01 to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05contrary.

Increase in Commitments. After the Restatement Date, the Company (a) The Borrowers may, by written notice to the Administrative AgentAgents at any time after the Closing Date and prior to the Term Loan Maturity Date, executed by the Company and request: (i) once, on any single occasion, Incremental Revolving Credit Commitments in an aggregate principal amount not to exceed $5,000,000 from one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), Incremental Revolving Credit Lenders which may include any Lender, cause the Commitments existing Lender (each of the Prospective Lenders which shall be entitled to be increased (agree or cause Commitments decline to be extended by the Prospective Lenders, as the case may be) participate in an amount for each Prospective Lender set forth in such notice, its sole discretion); provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year each Incremental Revolving Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent Agents. Such notice shall set forth (i) the amount of the Incremental Revolving Credit Commitments being requested (which approval shall be in minimum increments of $1,000,000 and a minimum amount of $1,000,000), and (ii) the date on which such Incremental Revolving Credit Commitments are requested to become effective (which shall not be unreasonably withheldless than 10 Business Days nor more than 60 days after the date of such notice, unless otherwise agreed to by the Agents). 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; 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 (c) each Prospective 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 a party 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 this Agreement by completing the Agents) and delivering (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 execute and deliver to the Administrative Agent a duly executed Accession Agreementan Incremental Term Loan Assumption Agreement and such other documentation as any Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Increases The Borrowers and new Commitments created pursuant each Incremental Revolving Credit Lender shall execute and deliver to this Section the Administrative Agent an Incremental Revolving Credit Assumption Agreement and such other documentation as any Agent shall become effective (A) in reasonably specify to evidence the case Incremental Revolving Credit Commitment of Prospective Lenders already parties hereunder, on such Incremental Revolving Credit Lender. Each Incremental Term Loan Assumption Agreement and Incremental Revolving Credit Assumption Agreement shall specify the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date terms of the Accession Agreement. Upon Incremental Term Loans or Incremental Revolving Loans, as applicable, to be made thereunder; provided, that, without the effectiveness prior written consent of any Accession Agreement to which any Prospective Lender is a partythe Required Lenders, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and the final maturity date of any Other Term Loans shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder no earlier than the Term Loan Maturity Date and (ii) Schedule 2.01 the average life to maturity of any Other Term Loans shall be deemed no shorter than the average life to have been amended to reflect the Commitment maturity of the additional Lender 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 provided the “Yield Differential”), then the Applicable Term Loan Margin then in effect for each such Accession Agreementaffected Type of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. Upon the effectiveness of any increase pursuant to this Section As used in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.sentence,

Increase in Commitments. After The Company shall have the Restatement Date, right at any time to increase the Company may, aggregate Commitments of either Class hereunder (so long as the aggregate Commitments hereunder will not exceed U.S. $500,000,000 after giving effect to any such increase) by written notice adding to the Administrative Agent, executed by the Company and this Agreement one or more financial institutions other lenders (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount consent of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective such Lender, if not already a Lender hereunder, shall be subject to each such lender an "Additional Lender") with the approval of the applicable Administrative Agent (which approval shall not be unreasonably withheld), each of which Additional Lenders shall have entered into an agreement in form and substance satisfactory to the Company and the applicable Administrative Agent pursuant to which such Additional Lender shall undertake either a Canadian Revolving Commitment or a U.S. Revolving Commitment (if any such Additional Lender is (a) a Canadian Revolving Credit Lender, its Commitment shall be in addition to such Canadian Revolving Lender's Canadian Revolving Commitment hereunder and (cb) each Prospective a U.S. Revolving Credit Lender, if not already a its Commitment shall be in addition to such U.S. Revolving Lender's U.S. Revolving Commitment hereunder) which Commitment shall be in minimum amounts consistent with Section 2.02(c), and upon the effectiveness of such agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the "Increased Commitment Date") such Additional Lender hereunder, shall thereupon become a party to "Lender" for all purposes of this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Credit Agreement Notwithstanding the foregoing, the increase in the aggregate Commitments created hereunder pursuant to this Section 2.19 shall become not be effective unless: (Ai) the Company shall have given the applicable Administrative Agent notice of any such increase at least 3 Business Days prior to any such Increased Commitment Date; (ii) no Default shall have occurred and be continuing as of the date of the notice referred to in the foregoing clause (i) or on the Increased Commitment Date; (iii) in the case of Prospective any increase of Canadian Revolving Commitments, no Bankers' Acceptance Loans shall be outstanding and, for any Canadian Loan that is outstanding, BCFPI shall have borrowed from each of the Additional Lenders, and the Additional Lenders already parties hereundershall have made Loans to BCFPI, on and notwithstanding the date specified provisions of Section 2.17(c) requiring that borrowings and prepayments of a Class be made ratably in accordance with the notice delivered pursuant aggregate amount of principal of and accrued interest of the Loans of such Class held by the Lenders of such Class, BCFPI shall have prepaid Canadian Loans held by the other Canadian Revolving Credit Lenders in such amounts as may be necessary, so that after giving effect to this Section such Loans and prepayments, the Loans shall be held by the Canadian Revolving Credit Lenders pro rata in accordance with the respective amounts of their Canadian Revolving Commitments (Bas so increased); (iv) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or U.S. Revolving Commitments, for any extension Syndicated Loan that is outstanding hereunder, each Borrower to whom such Syndicated Loans were made shall have borrowed from each of the Additional Lenders, and the Additional Lenders shall have made Syndicated Loans to such Borrower (in the case of Eurodollar Loans, with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)), and notwithstanding the provisions of Section 2.17(c) requiring that borrowings and prepayments of a new Commitment Class be made ratably in accordance with the aggregate amount of principal of and accrued interest of the Syndicated Loans of such Class held by the Lenders of such Class, such Borrower shall have prepaid Syndicated Loans held by the other U.S. Revolving Credit Lenders in such amounts as may be necessary, together with any amounts payable under Section 2.15 as a result of such prepayment, so that after giving effect to such Loans and prepayments, the Syndicated Loans (and Interest Period(s) of Syndicated Eurodollar Loans shall be held by the U.S. Revolving Credit Lenders) pro rata in accordance with the respective amounts of their U.S. Revolving Commitments (as so increased); and (v) there shall have been no reduction of the Commitments pursuant to this paragraphSection 2.08(b) hereof, any Standby Loans outstanding on or prior to the effectiveness of any such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.Increased Commitment Date. Credit Agreement

Increase in Commitments. After (a) At any time prior to the Restatement Business Day immediately preceding the Maturity Date, the Company may, by written notice to the Administrative Agent, executed by the Company and Borrower may effectuate one or more financial institutions increases in the aggregate Commitments (any each such financial institution referred to in this Section increase being called a "Prospective Lender"“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 existing Lender, to increase its Commitment as such Lender shall so select (an “Increasing Lender”) and, in the case of any Eligible Assignee that is not an existing Lender (an “Additional Lender”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase shall be equal to at least $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 Commitments and Advances except as to upfront fees which may include any be as agreed to between the Borrower and such Increasing Lender or Additional Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (aiii) the aggregate of all such Commitment Increases shall not exceed an amount equal to the sum of $100,000,000, and (iv) such Commitment Increase shall not effect an increase in the aggregate Commitments if the 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' Commitments after giving effect Lenders to such increase, together with advance or to commit to advance any credit to the aggregate amount of Borrower or to arrange for any other Person to advance or to commit to advance any credit to the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each Prospective Lender, if not already a Lender hereunder, of following conditions shall be subject to have been satisfied: (i) the approval of receipt by the Administrative Agent of (which approval shall not be unreasonably withheldA) an agreement in form and (c) substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Prospective Increasing Lender and/or each Additional Lender, setting forth the Commitments, if not already a any, of each such Increasing Lender hereunderand/or Additional Lender and, shall if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by completing all the terms and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunderprovisions hereof binding upon each Lender, on the date specified in the notice delivered pursuant to this Section and (B) in the case such evidence of Prospective Revolving Lenders not already parties hereunder, appropriate authorization on the effective date part of the Accession Agreement. Upon Borrower and the effectiveness of any Accession Agreement Guarantors with respect to which any Prospective Lender is a partysuch Commitment Increase and such legal opinions as the Administrative Agent may reasonably request, (iii) the funding by each Increasing Lender and Additional Lender of the Revolving Advances to be made by each such Prospective Lender to effect the prepayment requirement set forth in Section 2.4(c)(iii), (iii) 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) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects, unless such representation or warranty relates to an earlier date which remains true and correct in all material respects as of such earlier date, and (C) the pro forma compliance with the covenants in Sections 6.16 and 6.17, after giving effect to such Commitment Increase, and (iv) 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, each Lender’s share of the Letter of Credit Exposure and participations in respect of Swing Line Advances on such date shall thereafter automatically be deemed to equal such Lender’s Pro Rata Share of such Letter of Credit Obligations and participations in respect of Swing Line Advances (such Pro Rata Share for such Lender to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment determined as of the additional Lender Increase Date in accordance with its Commitment on such date as provided in such Accession Agreement. Upon the effectiveness a percentage of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of on such date) without further action by any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05party.

Increase in Commitments. After (a) On or prior to 18 months after the Restatement Closing Date, the Company Borrower may, by written notice to the Administrative AgentAgent (who shall promptly notify the Lenders), executed request increases in the Commitments denominated in U.S. Dollars (each such increase, an “Incremental Commitment”) by a minimum amount of $50,000,000 and (1) an aggregate amount of $100,000,000, or (2) such higher amount as mutually agreed between the Borrower and the Lenders. (b) An Incremental Commitment may be provided by any Lender (each such Lender, an “Incremental Lender”); provided that each Incremental Lender shall be subject to the consent (in each case, not to be unreasonably withheld, delayed or conditioned) of the Administrative Agent and the Initial Lender. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment pursuant to this Section 2.15 and any election to do so shall be in the sole discretion of such Lender; provided that with respect to any Incremental Commitment set forth in clause (a)(1), each Lender shall be obligated to increase its Commitment by such Lender’s then-existing Pro Rata Share of such Incremental Commitment. (c) The Calculation Agent and the Borrower shall determine the effective date for such increase pursuant to this Section 2.15 (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such increase among the Persons providing such increase; provided, that, such date shall be a Business Day at least ten (10) Business Days after delivery of the request for such increase (unless otherwise approved by the Company Calculation Agent) and at least 30 days prior to the end of the Revolving Period. To effect such increase, the Borrower, the applicable Incremental Lenders and the Administrative Agent (but no other Lenders or Persons) shall enter into one or more financial institutions (any such financial institution referred agreements, each in form and substance satisfactory to the Borrower and the Administrative Agent, pursuant to which the applicable Incremental Lenders will provide the Incremental Commitments. Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section being called 2.15, each Incremental Commitment shall be a "Prospective Lender")Commitment (and not a separate facility hereunder) and the Advances made by the applicable Incremental Lenders on such Incremental Commitment Effective Date pursuant to Section 2.15(e) shall be Advances, which may include any Lenderfor all purposes of this Agreement. (d) Notwithstanding the foregoing, cause the increase in the Commitments pursuant to this Section 2.15 shall not be effective with respect to any Incremental Lender unless: (i) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the Incremental Commitment Effective Date and after giving effect to such increase; (ii) the representations and warranties contained in this Agreement are true and correct in all material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments Incremental Commitment Effective Date and after giving effect to such increase, together with the aggregate amount as though made on and as of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, such date (b) each Prospective Lenderor, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender such representation or warranty is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed expressly stated to have been amended to reflect the Commitment made as of the additional a specific date, as of such specific date); (iii) each Incremental Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section shall have received an upfront fee in the Commitment amount of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments 0.75% on its Incremental Commitment; and (or in the Commitment of any Lenderiv) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated one or more agreements contemplated above, providing for Incremental Commitments in the amount of such date and executed by a Financial Officer increase. As of such Incremental Commitment Effective Date, upon the Administrative Agent’s receipt of the Company. Following any documents required by this Section 2.15(d), the Administrative Agent shall record the information contained in the applicable agreement contemplated above in the Register and give prompt notice of the increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior in the Commitments to the effectiveness of Borrower and the Lenders (including each Incremental Lender). (e) On each Incremental Commitment Effective Date, if there are Advances then outstanding, the Borrower shall be deemed to prepay such increase Advances and deemed to reborrow Advances from the Incremental Lenders, as shall be necessary in order that, after giving effect to such deemed prepayments and borrowings, all Advances will be held ratably by the Lenders (including the Incremental Lenders) in accordance with their respective Pro Rata Share after giving effect to the applicable Incremental Commitments and the Lenders shall make such payments or extension shall continue outstanding until adjustments as are equitable (or purchase participations in the ends Advances) so that the Advances will be held ratably by the Lenders (including the Incremental Lenders) in accordance with their respective Pro Rata Share after giving effect to the applicable Incremental Commitments (or, if the Lenders otherwise agree, the Lenders, including the Incremental Lenders, may assign portions of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant outstanding Advances to Sections 2.01 and 2.05accomplish the same result).

Increase in Commitments. After the Restatement Date, the (a) The Company maymay at any time and from time to time, by written notice to the Administrative Agent, Agent (which shall promptly deliver a copy to the applicable Lenders) executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective an “Increasing Lender"”), which may include any Lender, cause the new Global Tranche Commitments of the Prospective Lenders to be increased (or cause US Tranche Commitments to be extended by the Prospective LendersIncreasing Lenders (or cause the existing Global Tranche Commitments or US Tranche Commitments of the Increasing Lenders to be increased, as the case may be) in an amount for each Prospective Increasing Lender (which shall not be less than US$5,000,000) set forth in such notice, provided, however, ; provided that (ai) the new Commitments and increases in existing Commitments pursuant to this paragraph shall not be greater than US$500,000,000 in the aggregate during the term of this Agreement and shall not be less than US$10,000,000 (or any portion of such US$500,000,000 aggregate amount of the Lenders' Commitments after giving effect to remaining unused) for any such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (bii) each Prospective Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each LC Issuer (which approval shall not be unreasonably withheld) and (ciii) each Prospective Increasing Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form satisfactory to the Administrative Agent and the Company (an “Accession Agreement”). Increases New Commitments and new increases in Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice applicable notices delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreementparagraph. Upon the effectiveness of any Accession Agreement to which any Prospective Increasing Lender is a party, (i) such Prospective Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment or Commitments of the additional such Increasing Lender as provided in such Accession Agreement. Upon For the avoidance of doubt, it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any increase in its Commitment. (a) On the effective date (the “Increase Effective Date”) of any increase in the Commitments of any Tranche pursuant to paragraph (a) above (a “Commitment Increase”), (i) the aggregate principal amount of the Revolving Borrowings of such Tranche outstanding (the “Initial Borrowings”) immediately prior to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender that shall have had a Commitment under such Tranche prior to the Commitment Increase shall pay to the Administrative Agent in same day funds (in the applicable currencies), an amount equal to the difference between (A) the product of (1) such Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing (as hereinafter defined) and (B) the product of (1) such Lender’s applicable Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing, (iii) each Increasing Lender that shall not have had a Commitment under such Tranche prior to the Commitment Increase shall pay to Administrative Agent in same day funds (in the applicable currencies) an amount equal to the product of (1) such Increasing Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the #100856141v12 Administrative Agent shall pay to each Lender (in the applicable currencies) the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s applicable Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of each Initial Borrowing and (B) the product of (1) such Lender’s applicable Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of each Subsequent Borrowing, (v) after the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunderIncrease, Schedule 2.01 the applicable Borrower shall be deemed to have been amended made new Borrowings (the “Subsequent Borrowings”) in amounts (in the currencies of the Initial Borrowings) equal to reflect the increased amounts of the Initial Borrowings and of the Types and for the Interest Periods specified in a Revolving Borrowing Request delivered to the Administrative Agent in accordance with Section 2.04, (vi) each Lender shall be deemed to hold its applicable Tranche Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrowers shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Initial Borrowings. The deemed payments made pursuant to clause (i) above shall be subject to compensation by the applicable Borrower pursuant to the provisions of such Lender. Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto. (b) Notwithstanding the foregoing, no increase in the aggregate any Commitments (or in the any Commitment of any Lender) or addition of a new Lender shall become effective under this Section 2.22 unless, (i) on the date of such increaseIncrease Effective Date, the conditions set forth in paragraphs (b) and (c) of Section 4.03 4.01 shall be satisfied (with all references in such paragraphs to a Borrowing Credit Event being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase ; (ii) no reduction of a Lender's the total Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding shall have occurred prior to the effectiveness of such increase or extension Increase Effective Date; and (iii) the Administrative Agent shall continue outstanding until the ends have received (with sufficient copies for each of the respective Interests Periods applicable thereto, Lenders) documents consistent with those delivered on the Amendment Closing Date under clauses (b) and shall then be repaid or refinanced with new Standby Loans made pursuant (c) of Section 4.02 after giving effect to Sections 2.01 and 2.05such increase.

Increase in Commitments. (a) After the Restatement Closing Date but prior to the Maturity Date, the Company mayBorrower shall have the right to request from time to time additional Commitments (the “Additional Commitments”) in an 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 Commitments, and such other details with respect thereto as are reasonably requested by the Administrative Agent. Each request for Additional Commitments shall request Additional Commitments 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, executed 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 Company and one or more financial institutions 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 such financial institution referred portion of the Additional Commitments shall execute an accession agreement to in this Section being called a "Prospective Lender")Agreement, which may include any Lender, cause (ii) the Commitments of the Prospective existing Lenders to which have been allocated any portion of the Additional Commitments shall be increased by such amount, (or cause 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 to such that, after giving effect thereto, the Revolving Loans shall be extended held by the Prospective Lenders, 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 (vi) 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 may bewithout the consent of the Lenders other than those Lenders increasing their Commitments. (b) Notwithstanding the foregoing, an increase in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect pursuant to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (bSection 2.24(a) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval effective only if (i) no Default or Event of the Administrative Agent (which approval Default shall not have occurred and be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, continuing on the date specified such increase is to become effective; (ii) each of the representations and warranties made by the Borrower in this Agreement and the notice delivered pursuant to this Section other Loan Documents shall be true and (B) in correct on and as of the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon Additional Commitment Notice and the effectiveness date such increase is to become effective with the same force and effect as if made on and as of such date (or, if any Accession Agreement to which any Prospective Lender such representation or warrant is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed expressly stated to have been amended to reflect the Commitment of the additional Lender made as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunderspecific date, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment as of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) specific date); and (ciii) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date documents and executed by a Financial Officer of certificates as the Company. Following any increase of a Lender's Commitment Administrative Agent or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior its counsel may reasonably request relating to the effectiveness authorization of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05increase.

Increase in Commitments. After (a) The Borrower shall have the Restatement Dateright, at any time prior to the Company may, date that is one hundred eighty (180) days prior to the Termination Date by written notice to and in consultation with the Administrative Agent, executed by the Company Multicurrency Agent, Swingline Lender and one or more financial institutions (any such financial institution referred the Joint Lead Arrangers, to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in request an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no 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 shall 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 LenderLender 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 Commitments are increased in accordance with this Section 2.14, the Borrower (in consultation with the Administrative Agent and the Multicurrency Agent), Increasing Lender(s) (if any) and Additional Lender(s) (if any) shall become agree upon the effective under this Section unless, on the date of such increaseCommitment Increase (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 and the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section 2.14 to the contrary, the Borrower shall not incur any Advances pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in paragraphs Section 2.14(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (bi) 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; (cB) 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 to which it is a party; (C) a certificate of the secretary or an assistant secretary of the Borrower and each Guarantor, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references party approving or consenting to such increaseCommitment 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 without duplication of any materiality qualifier contained therein (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 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 received a certificate 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 Increase for the purpose of funding an Acquisition, the applicable conditions set forth in this Agreement with respect to that effect dated such date and executed by a Financial Officer Acquisitions shall have been satisfied. (e) On the Commitment Increase Date, (i) the aggregate principal outstanding amount of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding Advances (the “Initial Advances”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of such increase or extension the Commitment Increase, the Borrower shall continue outstanding until be deemed to have made new Borrowings of Advances (the ends “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 Interests Periods applicable 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 (vii) Schedule 1.01(a) shall then be repaid or refinanced with new Standby Loans deemed amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to Sections 2.01 and 2.05clause (i) above in respect of each Eurocurrency Advance shall be subject to indemnification by the Borrower pursuant to the provisions of Section 8.05 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. After The Borrower shall have the Restatement Dateright at any time, but in no event more than once in any consecutive twelve month period, to increase the Company may, aggregate Commitments in integral multiples of $10,000,000 but not to exceed $100,000,000 in the aggregate by written notice adding to the Administrative Agent, executed by the Company and this Agreement one or more financial institutions other Eligible Assignees (which may include any Lender (with the consent of such financial institution referred to in this Section being called a Lender)) (each such Eligible Assignee, an "Prospective Additional Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not to be unreasonably 364-Day Credit Agreement withheld) ), each of which Additional Lenders shall have entered into an agreement in form and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party substance satisfactory to this Agreement by completing the Borrower and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section which such Additional Lender shall become effective undertake a Commitment (if any such Additional Lender is a Lender, its Commitment shall be in addition to such Lender's Commitment hereunder) which such Commitment shall be in an amount at least equal to (i) for each Additional Lender that is not a Lender, $10,000,000 or a larger integral multiple of $1,000,000 and (ii) for each Additional Lender that is a Lender, an amount equal to the product of (A) such Lender's proposed total increase in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section its Commitment and (B) such increase over the aggregate proposed increases of all the Lenders' Commitments (but in no event shall such Lender's Commitment be increased in an amount greater than its proposal), and upon the case effectiveness of Prospective Revolving Lenders not already parties hereunder, on such agreement (the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement such agreement being hereinafter referred to which any Prospective Lender is a party, (ias the "Increased Commitment Date") such Prospective Additional Lender shall thereafter be deemed to be thereupon become a party to "Lender" for all purposes of this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no the increase in the aggregate Commitments hereunder pursuant to this Section 2.05(c) shall be effective only if: (i) the Borrower shall have given the Administrative Agent notice of any such increase at least three Business Days prior to any such Increased Commitment Date; (ii) no Default or Event of Default shall have occurred and be continuing as of the date of the notice referred to in the foregoing clause (i) or on the Increased Commitment Date; (iii) no Advances shall be outstanding hereunder and no Notice of A Borrowing or Notice of B Borrowing shall have been given, in each case, on and as of any Lendersuch Increased Commitment Date; (iv) there shall become effective under this have been no reduction of the Commitments pursuant to Section unless, 2.05(a) hereof on or prior to any such Increased Commitment Date; and (v) on the date of such increasethe notice referred to in clause (i) above and on the Increased Commitment Date, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) Mood▇'▇ ▇▇▇ing is at or above Baa1 and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a LenderStandard & Poor's Commitment Rating is at or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05above BBB+.

Increase in Commitments. After the Restatement Date, the Company The Borrower may, by on any Business Day prior to the Revolving Credit Termination Date and with the prior written notice to consent of the Administrative Agent, executed by increase the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments aggregate amount of the Prospective Lenders Revolving Credit Commitments by delivering a Commitment Amount Increase Request in the form attached hereto as Exhibit G at least five (5) Business Days prior to be increased the desired effective date of such increase (the "Commitment Amount Increase") identifying an additional Lender (or cause additional Commitments to be extended by for existing Lender(s)) and the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, of its Commitment (or additional amount of its Commitment(s)); provided, however, that (ai) any increase of the aggregate amount of the Revolving Credit Commitments to an amount in excess of $110,000,000 shall require the prior written consent of the Lenders' Commitments after giving effect to such increase, together with and (ii) any increase of the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, Commitments shall be subject to the approval of the Administrative Agent (which approval shall in an amount not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreementless than $5,000,000. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the The effective date of the Accession AgreementCommitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a partythereof, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 1 shall be deemed to have been amended to reflect the Commitment Amount Increase and the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Revolving Loans in an amount sufficient such that after giving effect to its Revolving Loans each Lender shall have outstanding its pro rata share of the additional Lender as provided in such Accession Agreementall Revolving Loans based on its Revolver Percentage. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 It shall be deemed a condition to have been amended to reflect such effectiveness that (i) if there are any Eurodollar Loans outstanding under the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, Revolving Credit on the date of such increaseeffectiveness, unless otherwise agreed to by the conditions set forth in paragraphs (b) Administrative Agent, such Eurodollar Loans shall be prepaid and the Borrower shall have paid all amounts required to be paid under Section 1.13 hereof and (cii) the Borrower shall not have terminated any portion of the Revolving Credit Commitments pursuant of Section 4.03 shall be satisfied (with all references in such paragraphs 1.14(a) hereof. The Borrower agrees to a Borrowing being deemed to be references to such increase) and pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have received a certificate any obligation to that effect dated such date increase its Revolving Credit Commitment and executed by a Financial Officer of the Company. Following any increase of a no Lender's Revolving Credit Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable be increased without its consent thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant each Lender may at its option, unconditionally and without cause, decline to Sections 2.01 and 2.05increase its Revolving Credit Commitment.

Increase in Commitments. After (a) The Borrower may at any time propose that the Restatement Date, the Company mayAggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a "COMMITMENT INCREASE"), by written notice to the Administrative Agent, executed by Agent specifying the Company existing Lender(s) (the "INCREASING LENDER(S)") and/or the additional lenders (the "ASSUMING LENDER(S)") that will be providing the additional Commitment(s) and one or more financial institutions the date on which such increase is to be effective (any such financial institution referred to in this Section being called a the "Prospective LenderCOMMITMENT INCREASE DATE"), which may include any Lender, cause shall be a Business Day at least three Business Days after delivery of such notice and prior to the Commitments of the Prospective Lenders to be increased Termination Date; PROVIDED that: (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (ai) the minimum aggregate amount of each proposed Commitment Increase shall be (A)$10,000,000 in the Lenders' Commitments case of an Assuming Lender and (B)$5,000,000 in the case of an Increasing Lender; (ii) immediately after giving effect to such increaseCommitment Increase, together with the aggregate amount Aggregate Revolving Credit Commitments hereunder shall not exceed $250,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and (iv) the representations and warranties contained in Section 5 and in the other Loan Documents shall be true correct in all material respects on and as of the commitments under the Five-Year Credit AgreementCommitment Increase Date as if made on and as of such date (or, shall in no event exceed US$400,000,000if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date). (b) each Prospective Lender, if not already a Any Assuming Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in Commitment Increase Date and the Commitment of any Lender) Increasing Lender and any such Assuming Lender shall become effective under this Section unless, on the date be increased as of such increase, the conditions set forth in paragraphs Commitment Increase Date; PROVIDED that: (bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to that effect dated such date and Commitment Increase set forth in clause (a) of this subsection has been satisfied; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of EXHIBIT C (an "Assumption Agreement") duly executed by such Assuming Lender and the Borrower and acknowledged by the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a Financial Officer copy of such confirmation to the Company. Following any increase Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall (A) record the information contained therein in the Register and (B) give prompt notice thereof to the Borrower; provided that absent such Lender's confirmation of such a Commitment Increase as aforesaid, such Lender will be under no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of EXHIBIT C, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such increase Commitment Increase promptly on such date by facsimile transmission or extension electronic messaging system. On the date of such Commitment Increase, the Borrower shall continue (i) prepay the outstanding until Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the ends of Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Interests Periods applicable theretoRevolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05if any, payable under subsection 3.11.

Increase in Commitments. After the Restatement Date, the Company may, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) The Borrower shall have the aggregate amount of right at any time and from time to time after the Lenders' Commitments after giving effect Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Aggregate Commitment (each such increaseproposed increased being a “Commitment Increase”), together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already either by having a Lender hereunderincrease its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), shall be subject to in each case with the approval of the Administrative Agent (which such approval shall not to be unreasonably withheld) and (c) ), which notice shall specify the name of each Prospective Increasing Lender and/or Assuming Lender, if not already a as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender hereunderor Assuming Lender, shall become a party and the date on which such increase is to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become be effective (Athe “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the case sole discretion of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, each Lender; provided further that: (i) any such Prospective Lender shall thereafter be deemed to be request for a party to this Agreement and Commitment Increase shall be entitled to all rights, benefits and privileges accorded in a Lender hereunder and subject to all obligations minimum amount of $25,000,000 or a Lender hereunder and higher integral multiple of $1,000,000; (ii) Schedule 2.01 immediately after giving effect to any Commitment Increase, the Aggregate Commitment shall not exceed $150,000,000; (iii) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (iv) the representations and warranties contained in Article 4 (other than in Section 4.5) shall be deemed true on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been amended to reflect made as of a specified date, as of such specific date). (b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the new Commitment of a Lender already a party hereundereach Assuming Lender, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoingas applicable, no increase in the aggregate Commitments (or in the Commitment of any Lenderresulting therefrom) shall become effective under this Section unless, on as of the date of such increase, the conditions set forth in paragraphs Commitment Increase Date; provided that: (bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date a certificate to of an Authorized Officer stating that effect dated such date and executed by a Financial Officer each of the Company. Following any increase of a applicable conditions to such Commitment Increase set forth in Section 2.21(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender's Commitment , the Administrative Agent shall have received, on or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the effectiveness Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m. on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such increase or extension confirmation to the Borrower. (c) On each Commitment Increase Date upon such time as the applicable conditions set forth in Section 2.21(a) and 0 have been satisfied, the Borrower shall continue (i) prepay the then outstanding until Advances (if any) in full prior to giving effect to such Commitment Increase, (ii) if the ends of Borrower shall so request, request new Advances from the respective Interests Periods applicable Lenders (including any Assuming Lender) in an aggregate amount at least equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase) and shall then be repaid or refinanced with new Standby Loans made pursuant (iii) pay to Sections 2.01 and 2.05the Lenders any funding indemnification amounts required by Section 3.4.

Increase in Commitments. After At any time after the Restatement Date, Fourth Amendment Effective Date the Company Borrower may, by written notice to the Administrative Agent, executed by the Company Borrower and one or more financial institutions (any such financial institution referred to in this Section being called a "'Prospective Lender"'), which may include any existing Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, increase shall in no event exceed US$400,000,000$250,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not to be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 A to the Fourth Amendment shall be deemed to have been amended to reflect the Commitment of the additional Prospective Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 A to the Fourth Amendment shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (ba) and (cb) of Section 4.03 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the CompanyBorrower. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Interest Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.052.02; provided that upon the occurrence of any Default, each Prospective Lender shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that all Loans outstanding are owned by the Lenders ratably in accordance with their respective Commitments." (g) Amendment of Section 4.02. Section 4.02 is revised by inserting a new paragraph (c) thereof that reads as follows:

Increase in Commitments. After (a) Provided no Default has occurred and is continuing, upon notice to the Restatement DateAdministrative Agent (which shall promptly notify the Lenders), the Company mayBorrower may from time to time request an increase in the aggregate amount of the Commitments by an amount (for all such requests) not exceeding $75,000,000 in the aggregate; provided that any such request for an increase shall be in a minimum amount of $10,000,000. Any such increase in the aggregate Commitments may be provided by any Lender willing to participate in any such increase (each such Lender, a “Participating Lender”), or, subject to the approval of the Administrative Agent, Eligible Assignees designated by written notice the Borrower that are willing to participate in such increase (each, an “Increasing Lender”) and to become Lenders pursuant to a “Joinder Agreement”, in form and substance reasonably satisfactory to the Administrative Agent, executed pursuant to which such Increasing Lender shall become a party to this Agreement. The Administrative Agent and the Borrower shall determine (A) the final allocation of such increase among the Participating Lenders and Increasing Lenders and Schedule 2.01 attached hereto shall be automatically updated to reflect the same and (B) the effective date (the “Increase Effective Date”) of any such increase. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder. (b) As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a duly authorized officer of the Borrower (i) certifying and attaching the resolutions adopted by the Company Borrower approving or consenting to such increase (which may be covered in resolutions authorizing Borrowings on and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"after the Closing Date), which may include any Lenderand (ii) certifying that, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments before and after giving effect to such increase, together (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the most recent financial statements furnished in connection with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, statements delivered pursuant to clauses (a) and (b) each Prospective Lenderof Section 5.01, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, no Default has occurred and is continuing. The Borrower shall prepay any Loans outstanding on the effective date of the Accession Agreement. Upon the effectiveness of Increase Effective Date (and pay any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase amounts required pursuant to this Section in 2.12) to the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed extent necessary to have been amended to reflect keep the increased Commitment of such Lender. Notwithstanding the foregoing, no outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and Section. (c) of This Section 4.03 2.16 shall be satisfied (with all references supersede any provisions in such paragraphs to a Borrowing being deemed to be references to such increaseSection 2.14(c) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior Section 9.02 to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05contrary.

Increase in Commitments. After the Restatement Date, the Company may, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) The Borrower shall have the aggregate amount of right at any time and from time to time after the Lenders' Commitments after giving effect Closing Date and prior to the date that is thirty (30) days prior to the Facility Termination Date to increase the Aggregate Commitment (each such increaseproposed increase being a “Commitment Increase”), together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already either by having a Lender hereunderincrease its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), shall be subject to in each case with the approval of the Administrative Agent Agent, each LC Issuer and the Swingline Lender (which such approval shall not to be unreasonably withheld) and (c) ), which notice shall specify the name of each Prospective Increasing Lender and/or Assuming Lender, if not already a as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender hereunderor Assuming Lender, shall become a party and the date on which such increase is to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become be effective (Athe “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the case sole discretion of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, each Lender; provided further that: (i) any such Prospective Lender shall thereafter be deemed to be request for a party to this Agreement and Commitment Increase shall be entitled to all rights, benefits and privileges accorded in a Lender hereunder and subject to all obligations minimum amount of $10,000,000 or a Lender hereunder and higher integral multiple of $1,000,000; (ii) Schedule 2.01 immediately after giving effect to any Commitment Increase, the Aggregate Commitment shall not exceed $150,000,000 and the aggregate amount of all Commitment Increases shall not exceed $50,000,000; (iii) the sum of the increases in Commitments of the Increasing Lenders and the new Commitments of the Assuming Lenders shall not exceed the requested Commitment Increase; (iv) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (v) the representations and warranties contained in Article 5 (other than in Section 5.5) shall be deemed true on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been amended to reflect made as of a specified date, as of such specific date). (b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the new Commitment of a Lender already a party hereundereach Assuming Lender, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoingas applicable, no increase in the aggregate Commitments (or in the Commitment of any Lenderresulting therefrom) shall become effective under this Section unless, on as of the date of such increase, the conditions set forth in paragraphs Commitment Increase Date; provided that: (bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date a certificate to of an Authorized Officer stating that effect dated such date and executed by a Financial Officer each of the Company. Following any increase of a applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender's Commitment , the Administrative Agent shall have received, on or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the effectiveness Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m. on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such increase or extension shall continue outstanding until confirmation to the ends of Borrower. (c) On each Commitment Increase Date upon such time as the respective Interests Periods applicable thereto, conditions set forth in Sections 2.20(a) and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.2.20

Increase in Commitments. After The Borrowers may from time to time, on any Business Day after the Restatement Date, the Company may, by written notice Effective Date and prior to the Administrative AgentTermination Date so long as no Default or Event of Default exists, executed increase the aggregate amount of the Revolving Credit Commitments by the Company and one or more financial institutions delivering a Commitment Amount Increase Request at least five (any 5) Business Days prior to the desired effective date of such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause increase (the Commitments of the Prospective Lenders to be increased “Commitment Amount Increase”) identifying an additional Lender (or cause additional Revolving Credit Commitments to be extended by for existing Lender(s)) and the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, of its Revolving Credit Commitment (or additional amount of its Revolving Credit Commitment(s)); provided, however, that (ai) the aggregate amount of the Lenders' Revolving Credit Commitments shall not at any time exceed $1,700,000,000, (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 increaseassignments, together with each Lender (including the aggregate amount Lenders providing the Commitment Amount Increase) will hold Loans and L/C Obligations equal to its Percentage of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, all outstanding Loans and L/C Obligations. It shall be subject a condition to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the such effectiveness of any Accession Agreement to which any Prospective Lender is a party, that (i) such Prospective Lender shall thereafter either no Eurocurrency Loans or SOFR Loans be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, outstanding on the date of such increase, effectiveness or the conditions set forth in paragraphs (b) Borrowers pay any applicable breakage cost under Section 3.6 incurred by any Lender resulting from the repayment of its Loans and (cii) the Borrowers shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 4.03 shall be satisfied (with all references in such paragraphs 3.7 hereof. The Borrowers agree to a Borrowing being deemed to be references to such increase) and pay any reasonable expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the contrary, no Lender shall have received a certificate any obligation to that effect dated such date increase its Revolving Credit Commitment and executed by a Financial Officer of the Company. Following any increase of a no Lender's ’s Revolving Credit Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable be increased without its written consent thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant each Lender may at its option, unconditionally and without cause, decline to Sections 2.01 and 2.05increase its Revolving Credit Commitment.

Increase in Commitments. After (a) Subject to the Restatement Dateterms and conditions set forth herein, the Company mayBorrowers shall have the right, without the consent of the Lenders but with the prior approval of the Administrative Agent and each Issuing Bank (not to be unreasonably withheld, delayed or conditioned), to cause from time to time an increase in the Aggregate Commitments (a “Commitment Increase”) by written notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative AgentAgent and each Issuing Bank (each, executed an “Additional Lender”) or by the Company and allowing one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective existing Lenders to increase their respective Commitments (each, an “Increasing Lender”); provided that (i) no Default or Event of Default shall have occurred and be increased continuing on the effective date of any Commitment Increase, (or cause Commitments to ii) each Commitment Increase shall be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such noticethat is not less than $25,000,000, provided(iii) no Commitment Increase shall cause the Aggregate Commitments to exceed $2,250,000,000, however, that (aiv) the aggregate amount Commitment of the Lenders' Commitments each Additional Lender after giving effect to any proposed Commitment Increase shall not be less than $10,000,000, (v) no Lender’s Commitment shall be increased without such increaseLender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), together and (vi) if, on the effective date of any Commitment Increase, any Eurocurrency Loans have been funded, then the Borrowers shall be obligated to pay any breakage fees or costs or other amounts owing hereunder in connection with the aggregate amount breakage or reallocation of the commitments under the Five-Year Credit Agreement, shall such outstanding Eurocurrency Loans in no event exceed US$400,000,000, accordance with Section 2.13. (b) each Prospective Lender, if not already Any Commitment Increase must be requested by written notice from the Borrowers to the Administrative Agent (a Lender hereunder, “Notice of Commitment Increase”) in substantially the form of Exhibit E attached hereto and shall be subject to the approval of the Administrative Agent (which and each Issuing Bank, such approval shall not to be unreasonably withheld, delayed or conditioned. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (which amount shall conform to the requirements of Section 2.15(a)), (iii) the identity of each Additional Lender and/or each Increasing Lender and (iv) the amount of the respective Commitments of the then existing Lenders and the Additional Lenders from and after the Commitment Increase Effective Date. The Administrative Agent and each Issuing Bank shall review each Notice of Commitment Increase and shall notify the Borrowers whether or not the Administrative Agent and each Issuing Bank approve the proposed Commitment Increase, such approval not to be unreasonably withheld, delayed or conditioned. If the Administrative Agent and each Issuing Bank approve such Commitment Increase, the Borrowers, WIL-Switzerland, the Administrative Agent, each Issuing Bank and the applicable Additional Lenders and/or Increasing Lenders shall execute a Commitment Increase Agreement to provide for such Commitment Increase. If any Issuing Bank does not approve such Commitment Increase, it shall provide the Borrowers and the Administrative Agent with written notice of such decision (a “Commitment Increase Rejection Notice”) and shall identify in such notice (x) the Additional Lender or Additional Lenders that such Issuing Bank deems to be unsatisfactory and (y) the Increasing Lender or Increasing Lenders the increase in whose Commitment or Commitments such Issuing Bank deems to be unsatisfactory (the Additional Lenders and Increasing Lenders so identified being referred to herein as the “Identified Lenders”). (c) each Prospective LenderNotwithstanding anything to the contrary contained herein, if any Issuing Bank does not already a Lender hereunder, shall become a party to this Agreement approve any Commitment Increase requested by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created Borrowers pursuant to this Section shall become effective (A) in 2.15(b), the case Borrowers may terminate the LC Commitment of Prospective Lenders already parties hereunder, on the date specified in the notice delivered such Issuing Bank pursuant to this Section and (B) in the case 3.01(i). If there are no Letters of Prospective Revolving Lenders not already parties hereunder, Credit issued by such Issuing Bank outstanding on the effective date of the Accession Agreement. Upon the effectiveness such termination and such Issuing Bank has not otherwise agreed to, and does not otherwise have any obligation to, issue any additional Letters of any Accession Agreement to which any Prospective Lender is a partyCredit hereunder, (i) such Prospective Lender Issuing Bank shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rightsTerminated Issuing Bank as of such date of termination. If there are any Letters of Credit issued by such Issuing Bank outstanding on the effective date of such termination, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 such Issuing Bank shall be deemed to have been amended to reflect the Commitment be a Terminated Issuing Bank only upon satisfaction of the following conditions: (i) such Issuing Bank has not otherwise agreed to, and does not otherwise have any obligation to, issue any additional Letters of Credit hereunder; and (ii) the Borrowers shall have either (A) deposited cash in an account with such Issuing Bank, in the name of and for the benefit of such Issuing Bank (which cash shall be held, invested and applied by such Issuing Bank in a manner consistent with the investment and other procedures described in Section 3.01(j)), or (B) provided such Issuing Bank with a “back-to-back” letter of credit in favor of such Issuing Bank, in each case in an aggregate amount (or face amount, as applicable) equal to the product of (I) the maximum aggregate amount that may be available for drawing at any time under all Letters of Credit issued by such Issuing Bank outstanding at such time multiplied by (II) a fraction, the numerator of which is the sum of the Identified Lender as provided Exposures of all Identified Lenders identified by such Issuing Bank in its Commitment Increase Rejection Notice delivered in connection with such Accession AgreementCommitment Increase, and the denominator of which is the Aggregate Commitments (after giving effect to such Commitment Increase). Upon If any Issuing Bank is deemed to be a Terminated Issuing Bank on the proposed date of effectiveness of any increase pursuant Commitment Increase, it shall not be necessary to this Section in obtain the approval of such Terminated Issuing Bank for such Commitment Increase, and it shall not be a requirement that such Terminated Issuing Bank execute the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Increase Agreement providing for such Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments Increase. (or in the d) Each Commitment of any Lender) Increase shall become effective under this Section unless, on the proposed effective date of such increase, the conditions set forth in paragraphs the Notice of Commitment Increase or such later date as the Administrative Agent and the Borrowers agree (b) and (c) of Section 4.03 the “Commitment Increase Effective Date”), which in any event shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and on or after the date on which the Administrative Agent shall have received received: (i) a Commitment Increase Agreement providing for such Commitment Increase duly executed by all parties thereto; (ii) such evidence of appropriate corporate or other organizational authorization on the part of the Borrowers, WIL-Switzerland and the other Obligors with respect to such Commitment Increase as the Administrative Agent may request; (iii) if requested by the Administrative Agent, an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and the Obligors reasonably satisfactory to the Administrative Agent, covering such matters relating to such Commitment Increase as the Administrative Agent may request; (iv) a certificate to that effect of a Responsible Officer of WIL-Switzerland, dated such date Commitment Increase Effective Date, certifying that (A) the representations and executed warranties set forth in Article VI and in the other Loan Documents are true and correct in all material respects as of, and as if such representations and warranties were made on, such Commitment Increase Effective Date (unless such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct as of such earlier date) and (B) no Default or Event of Default has occurred and is continuing on such Commitment Increase Effective Date; and (v) other customary closing certificates and documentation (similar to the documentation required to be delivered on the Effective Date under Section 5.01, to the extent applicable) relating to such Commitment Increase as the Administrative Agent may reasonably request. (e) On each Commitment Increase Effective Date, to the extent that there are Revolving Credit Loans outstanding as of such date, (i) each Additional Lender and Increasing Lender that is participating in such Commitment Increase shall, by a Financial Officer wire transfer of immediately available funds, deliver to the Company. Following any increase Administrative Agent its New Funds Amount of a each applicable Currency, which amount shall constitute Revolving Credit Loans made by such Additional Lender or such Increasing Lender's Commitment or any extension of a new Commitment , as applicable, to the Borrowers pursuant to this paragraphAgreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each Reducing Percentage Lender its Reduction Amount of each applicable Currency, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrowers pursuant to Section 2.08(a), ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Revolving Credit Loans of such Reducing Percentage Lender, and (iii) the Borrowers shall pay to each Lender any Standby breakage fees or costs or other amounts owing hereunder in connection with the breakage or reallocation of any outstanding Eurocurrency Loans outstanding prior in accordance with Section 2.13. (f) For purposes of this Section 2.15 and Exhibit E, the following defined terms shall have the following meanings: (i) “New Funds Amount” means, for any Additional Lender or Increasing Lender and for any Currency, the amount equal to the effectiveness product of such increase Additional Lender’s Commitment or extension shall continue outstanding until the ends amount by which such Increasing Lender’s Commitment is being increased pursuant to the applicable Commitment Increase, as applicable, represented as a percentage (carried to the twelfth decimal place) of the respective Interests Periods applicable theretoAggregate Commitments after giving effect to such Commitment Increase, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.multiplied by the aggregate principal amount of

Increase in Commitments. After (a) Subject to the Restatement Dateterms and conditions set forth herein, the Company mayBorrower shall have the right, without the consent of the Lenders, the Administrative Agent, the Swingline Lenders or the Issuing Banks, to cause from time to time an increase in the total amount of the Commitments (a “Commitment Increase”) by written notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, executed the Swingline Lenders and the Issuing Banks (each a “CI Lender”) or by the Company and allowing one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective existing Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, increase their respective Commitments; provided, however, that (ai) no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the aggregate total amount of the Lenders' Commitments to exceed $5,000,000,000 and (iii) 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 absolute discretion). (b) Any Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.9 hereto. The Administrative Agent shall give prompt notice to each Issuing Bank and each Swingline Lender of its receipt of a Notice of Commitment Increase. 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 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, to the extent that there are Revolving Loans outstanding as of such date, (i) each increasing Lender and each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall constitute Revolving Loans made by such 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 Revolving 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 Revolving 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 incremental Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the total amount of the Commitments after giving effect to such increasethe Commitment Increase, together with times the aggregate principal amount of the commitments under outstanding Revolving Loans immediately prior to giving effect to the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective LenderCommitment Increase, if not already a Lender hereunderany, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations as of a Lender hereunder and Commitment Increase Effective Date (ii) Schedule 2.01 shall be deemed without regard to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate principal amount of Revolving Loans as a result of borrowings made after giving effect to the Commitment 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 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 Commitment Increase; and (or 3) “Reduction Amount” means, with respect to each Reducing Percentage Lender, the amount equal to the product of a decrease in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer relative percentage of the Company. Following total amount of the Commitments represented by such Lender’s Commitment as a result of the Commitment Increase, times the aggregate principal amount of the outstanding Revolving Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Revolving Loans as a Lender's Commitment or any extension result of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior borrowings made after giving effect to the effectiveness of Commitment Increase on such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Commitment Increase Effective Date).

Increase in Commitments. After The Borrower may, from time to time, on any Business Day prior to the Restatement Termination Date, increase the Company may, aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent, executed by Agent at least five (5) Business Days prior to the Company and desired effective date of such increase (the “Commitment Amount Increase”) identifying one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective additional Lenders to be increased (or cause additional Commitments to be extended for existing Lender(s) or by a combination of existing Lenders and additional Lenders) and the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, of its Commitment (or additional amount of its Commitment(s)); provided, however, that (ai) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldincreased by an amount in excess of $70,000,000, (ii) any Commitment Amount Increase shall be in an amount of not less than $10,000,000, (iii) 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, and (civ) each Prospective Lender, if all representations and warranties contained in Section 6 hereof shall be true and correct in all material respects where not already a Lender hereunderqualified by materiality or Material Adverse Effect, shall become a party to this Agreement by completing otherwise in all respects at the time of such request and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of such Commitment Amount Increase (except to the Accession Agreementextent 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 date). The effective date of the Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its advance each Lender shall have outstanding its Percentage of any Accession Agreement Loans. It shall be a condition to which any Prospective Lender is a party, such effectiveness that (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of if any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, Eurodollar Loans are outstanding on the date of such increaseeffectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.03 such Eurodollar Loans shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references prepaid on such date and the Borrower shall pay any amounts owing to such increasethe Lenders pursuant to Section 1.11 hereof and (ii) the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase 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 received a certificate any obligation to that effect dated such date increase its Commitment and executed by a Financial Officer of the Company. Following any increase of a no Lender's ’s Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable be increased without its consent thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant each Lender may at its option, unconditionally and without cause, decline to Sections 2.01 and 2.05increase its Commitment.

Increase in Commitments. After the Restatement Date(a) So long as no Event of Default has occurred and is continuing, the Company Borrower may, at any time, request that the Commitments hereunder be increased by written an amount with the consent of the Administrative Agent in its sole discretion and subject to any internal approvals (each such proposed increase being a “Commitment Increase”) upon at least ten (10) days’ notice to the Administrative Agent, executed by Agent (who shall promptly notify the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"Lenders), which may include any notice shall specify each existing Lender (each an “Increasing Lender, cause ”) that shall have agreed to an additional Commitment and the Commitments of the Prospective Lenders date on which such increase is expected to be increased effective (the date of actual effectiveness, the “Commitment Increase Date”), which shall be a Business Day at least ten (10) Business Days (or cause Commitments to be extended by the Prospective Lenders, such lesser period as the case Administrative Agent may bereasonably agree) in an amount for each Prospective Lender set forth in after delivery of such notice, provided, however, that notice and at least fifteen (a15) days prior to the aggregate amount of the Lenders' Commitments Commitment Termination Date; provided that: (i) immediately after giving effect to such increaseCommitment Increase, together with the aggregate amount total Commitments of all of the commitments under Lenders hereunder shall not exceed $100,000,000; (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on such Commitment Increase Date; and (iii) the Five-Year Credit Agreementrepresentations and warranties contained in Sections 4.01, 4.02 and 4.03 hereof shall continue to be correct in no event exceed US$400,000,000all material respects, except to the extent relating to an earlier date (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) on and as of the Commitment Increase Date as if made on and as of such 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). (b) Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Prospective LenderLender may at its option, if unconditionally and without cause, decline to increase its Commitment. (c) On the Commitment Increase Date, subject to the satisfaction of the foregoing terms and conditions, each addition Commitment shall be deemed, for all purposes, a Commitment and each Advance made thereunder (a “New Advance”) shall be deemed, for all purposes, an Advance. The terms and provisions of the New Advances shall be identical to the Advances. (d) The effectiveness of any allocation of additional Commitments to a Person who is not already a Lender hereunder, immediately prior to such Commitment Increase Date shall be subject to the approval prior written consent of the Administrative Agent (which approval shall not consent may be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) conditioned on one or more conditions precedent in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05its sole discretion).

Increase in Commitments. After the Restatement Date, the Company may, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) The Borrower shall have the aggregate amount of right at any time and from time to time after the Lenders' Commitments after giving effect Closing Date and prior to the date that is thirty (30) days prior to the final Facility Termination Date to increase the Aggregate Commitment (each such increaseproposed increase being a “Commitment Increase”), together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already either by having a Lender hereunderincrease its Commitment then in effect (each an “Increasing Lender”) or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an “Assuming Lender”), shall be subject to in each case with the approval of the Administrative Agent Agent, each LC Issuer and the Swingline Lender (which such approval shall not to be unreasonably withheld) and (c) ), which notice shall specify the name of each Prospective Increasing Lender and/or Assuming Lender, if not already a as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender hereunderor Assuming Lender, shall become a party and the date on which such increase is to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become be effective (Athe “Commitment Increase Date”), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the case sole discretion of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, each Lender; provided further that: (i) any such Prospective Lender shall thereafter be deemed to be request for a party to this Agreement and Commitment Increase shall be entitled to all rights, benefits and privileges accorded in a Lender hereunder and subject to all obligations minimum amount of $25,000,000 or a Lender hereunder and higher integral multiple of $1,000,000; (ii) Schedule 2.01 immediately after giving effect to any Commitment Increase, the Aggregate Commitment shall be deemed to have been amended to reflect not exceed $600,000,000 and the aggregate amount of all Commitment Increases shall not exceed $200,000,000; (iii) the sum of the additional Lender as provided increases in such Accession Agreement. Upon Commitments of the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) Increasing Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer new Commitments of the Company. Following any increase of a Lender's Assuming Lenders shall not exceed the requested Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.Increase;

Increase in Commitments. After (a) The Borrower shall have the Restatement Date, right at any time and from time to time after the Company may, by written notice Closing Date and prior to the Administrative Agent, executed by date that is thirty (30) days prior to the Company and one or more financial institutions Facility Termination Date to increase the Aggregate Commitment (any each such financial institution referred to in this Section proposed increased being called a "Prospective Commitment Increase"), either by having a Lender increase its Commitment then in effect (each an "Increasing Lender") or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an "Assuming Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the in each case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which such approval shall not to be unreasonably withheld) and (c) ), which notice shall specify the name of each Prospective Increasing Lender and/or Assuming Lender, if not already a as applicable, the amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender hereunderor Assuming Lender, shall become a party and the date on which such increase is to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become be effective (Athe "Commitment Increase Date"), which shall be a Business Day at least three (3) Business Days after delivery of such notice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the case sole discretion of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, each Lender; provided further that: (i) any such Prospective Lender shall thereafter be deemed to be request for a party to this Agreement and Commitment Increase shall be entitled to all rights, benefits and privileges accorded in a Lender hereunder and subject to all obligations minimum amount of $25,000,000 or a Lender hereunder and higher integral multiple of $1,000,000; (ii) Schedule 2.01 immediately after giving effect to any Commitment Increase, the Aggregate Commitment shall not exceed $450,000,000; (iii) no Default or Unmatured Default shall have occurred and be continuing on the applicable Commitment Increase Date or shall result from any Commitment Increase; and (iv) the representations and warranties contained in Article 5 (other than in Section 5.5) shall be deemed true on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been amended to reflect made as of a specified date, as of such specific date). (b) Each Commitment Increase (and the increase of the Commitment of each Increasing Lender and/or the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the new Commitment of a Lender already a party hereundereach Assuming Lender, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoingas applicable, no increase in the aggregate Commitments (or in the Commitment of any Lenderresulting therefrom) shall become effective under this Section unless, on as of the date of such increase, the conditions set forth in paragraphs Commitment Increase Date; provided that: (bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received on or prior to 10:00 a.m. on such Commitment Increase Date a certificate to of an Authorized Officer stating that effect dated such date and executed by a Financial Officer each of the Company. Following any increase of a applicable conditions to such Commitment Increase set forth in Section 2.20(a) has been satisfied and attaching the resolutions adopted by the Borrower approving or consenting to such Commitment Increase; (ii) with respect to each Assuming Lender's Commitment , the Administrative Agent shall have received, on or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to 10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among the effectiveness Assuming Lender, the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m. on such Commitment Increase Date, confirmation in writing satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such increase or extension confirmation to the Borrower. (c) On each Commitment Increase Date upon such time as the applicable conditions set forth in Section 2.20(a) and 2.20(b) have been satisfied, the Borrower shall continue (i) prepay the then outstanding until Advances (if any) in full prior to giving effect to such Commitment Increase, (ii) if the ends of Borrower shall so request, request new Advances from the respective Interests Periods applicable Lenders (including any Assuming Lender) in an aggregate amount at least equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase) and shall then be repaid or refinanced with new Standby Loans made pursuant (iii) pay to Sections 2.01 and 2.05the Lenders any funding indemnification amounts required by Section 3.4.

Increase in Commitments. After (a) The Borrower shall have the Restatement Dateright, at any time and from time to time after the Company may, Effective Date by written notice to and in consultation with the Administrative Agent, executed to request an increase in the Total Commitments (each such requested increase, a “Commitment Increase”), by the Company and having one or more financial institutions 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 financial institution referred 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 Administrative Agent and the Borrower, 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 the Borrower 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 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 being called 2.19 to the contrary, no increase in the Total Commitments pursuant to this Section 2.19 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 "Prospective 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 pursuant to Section 2.19(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 a Financial Officer of the Borrower, 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 qualified as to materiality are true and correct and those not so qualified 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 (if qualified as to materiality) or true and correct in all material respects (if not so qualified), which may include any Lenderin each case as of such date), cause the Commitments and (z) no Default or Event of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective LendersDefault has occurred and is continuing, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments both immediately before and after giving effect to such increaseCommitment Increase (including any Borrowings or Letters of Credit issued in connection therewith and the application of the proceeds thereof); and (ii) Each outstanding Syndicated Letter of Credit shall have been amended giving effect to the Commitment Increase or, together 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) 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 keep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Tranche 1 Commitments, on the Commitment Increase Date, (i) all then outstanding LIBOR Loans (the “Initial Loans”) shall automatically be converted into Base Rate Loans, (ii) immediately after the 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 commitments under Initial Loans and of the Five-Year Credit Agreement, shall Types and for the Interest Periods specified in no event exceed US$400,000,000a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.10, (biii) each Prospective LenderTranche 1 Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if not already a 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 hereunderthe portion of such funds equal to the difference, if positive, between (y) such Tranche 1 Lender’s Tranche 1 Ratable Share (calculated without giving effect to the Commitment Increase) of the Initial Loans and (z) 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 Tranche 1 Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Tranche 1 Commitment (calculated after giving effect to the Commitment Increase), (vi) each Borrower shall pay all accrued but unpaid interest on the Initial Loans to the Tranche 1 Lenders entitled thereto, and (vii) Schedule 1.1(a) shall automatically be amended to reflect 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 approval Borrower pursuant to the provisions of Section 2.17 if the Commitment Increase Date occurs other than on the last day of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable Interest Period relating thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05.

Increase in Commitments. After (a) The Borrower shall have the Restatement Dateright, at any time and from time to time after the Company may, Closing Date by written notice to and in consultation with the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in request an amount for each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no 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, (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 shall 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 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 Increase. 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 any Lenderwhich 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 become agree upon the effective under 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 and the Commitment Increase Date. (d) Notwithstanding anything set forth in this Section unless2.20 to the contrary, on the date of such increase, Borrower shall not incur any Revolving Loans pursuant to any Commitment Increase (and no Commitment Increase shall be effective) unless the conditions set forth in paragraphs Section 2.20(a) as well as the following conditions precedent are satisfied on the applicable Commitment Increase Date: (bi) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative 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 that effect dated and attaching the resolutions adopted by the board of directors (or similar governing body) of such date and executed by party approving or consenting to such Commitment Increase; (D) a certificate of a Financial Officer of the Company. Following 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 increase such representation or warranty is expressly stated to have been made as of a Lender's 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 extension 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 new Permitted Acquisition, the applicable conditions set forth in this Agreement with respect to Permitted Acquisitions shall have been satisfied. (e) On the Commitment pursuant to this paragraphIncrease Date, any Standby (i) the aggregate principal outstanding amount of the Revolving Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the effectiveness of such increase or extension the Commitment Increase, the Borrower shall continue outstanding until be deemed to have made new Borrowings of Revolving Loans (the ends “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 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 deemed to hold the Subsequent Borrowings ratably in accordance with their respective Interests Periods applicable 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 then be repaid or refinanced with new Standby Loans amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The deemed payments made pursuant to Sections 2.01 and 2.05clause (i) above in respect of each LIBOR Loan shall be subject to indemnification 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. After The Borrower may, from time to time, on any Business Day prior to the Restatement Termination Date, increase the Company may, aggregate amount of the Commitments by written notice delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative AgentAgent at least five (5) Business Days prior to the desired effective date of such increase (each such increase, executed by the Company and a “Commitment Amount Increase”) identifying one or more financial institutions (any such financial institution referred to in this Section being called a "Prospective Lender"), which may include any Lender, cause the Commitments of the Prospective additional Lenders to be increased (or cause additional Commitments 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 be extended by any Commitment Amount Increase, a “Commitment Amount Increase Lender”)) and the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, of its Commitment (or additional amount of its Commitment(s)); provided, however, that (ai) the aggregate amount of increases in the Lenders' Commitments from and after the Closing Date shall not exceed $435,000,000, and the aggregate Commitments after giving effect to all such increaseincreases shall not exceed $1,250,000,000, together with (ii) any Commitment Amount Increase shall be in an amount not less than $5,000,000, (iii) no Default or Event of Default shall have occurred and be continuing at the aggregate amount time of the commitments under request or the Five-Year Credit Agreementeffective date of such Commitment Amount Increase, and (iv) all representations and warranties contained in Section 6 hereof shall be true and correct in no event exceed US$400,000,000, all material respects (b) each Prospective Lender, if where not already a Lender hereunderqualified by materiality or Material Adverse Effect, shall be subject to otherwise in all respects) at the approval time of the Administrative Agent (which approval shall not be unreasonably withheld) such request and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of such Commitment Amount Increase (except to the Accession Agreementextent 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 date). The effective date of a Commitment Amount Increase shall be as set forth in the related commitment amount increase request. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a partyCommitment Amount Increase, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a each Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding immediately prior to the effectiveness of such increase or extension shall continue Commitment Amount Increase will automatically and without further act be deemed to have assigned to each relevant Commitment Amount Increase Lender, and each 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 until the ends Letters of Credit and Swing Loans, if applicable, such that, after giving effect to each 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 Interests Periods applicable 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 (including the Commitment Amount Increase Lenders) 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 agreed that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. It shall be a condition to such effectiveness that the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase 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 Commitment and no Lender’s Commitment shall be increased without its consent thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant each Lender may at its option, unconditionally and without cause, decline to Sections 2.01 and 2.05increase its Commitment.

Increase in Commitments. After (a) During the Restatement DateRevolving Credit Period, the Company Borrower may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Banks), executed request at any time or from time to time that the total Commitments be increased; provided that (i) the aggregate amount of all such increases pursuant to this Section shall not exceed $125,000,000, (ii) the Borrower shall offer each Bank the opportunity 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 offered amount or (B) decline to increase its Commitment. Any such notice shall set forth the amount of the requested increase in the total Commitments and the date on 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 Company and Borrower, the Borrower may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this Section being called a "Prospective Lender"an “Augmenting Bank”), which may include any LenderBank, cause the to extend Commitments of the Prospective Lenders to be increased (or cause increase its existing Commitments to be extended by the Prospective Lenders, as the case may be) in an aggregate amount for each Prospective Lender set forth in such notice, provided, however, equal to the unsubscribed amount; provided that (a) the aggregate amount of the Lenders' Commitments after giving effect to such increase, together with the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (bi) each Prospective LenderAugmenting Bank, if not already a Lender Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (cii) each Prospective LenderAugmenting Bank, if not already a Lender Bank hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreementaccession agreement in a form satisfactory to the Agent and the Borrower. Increases and new Commitments created pursuant to this Section paragraph (a) shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered by the Borrower pursuant to the first sentence of this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lenderparagraph. Notwithstanding the foregoing, no increase in the aggregate total Commitments (or in the Commitment of any LenderBank) shall become effective under this Section paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs clauses (b) and (cd) of Section 4.03 3.02 shall be satisfied (with all references in such paragraphs to as though a Borrowing were being deemed to be references to made on such increasedate) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraphBorrower, any Standby Loans outstanding prior and (ii) the Agent shall have received (to the effectiveness extent requested by the Agent reasonably in advance of such increase or extension shall continue outstanding until date) documents consistent with those delivered under clauses (c) and (d) of Section 3.01 as to the ends corporate power and authority of the respective Interests Periods applicable thereto, Borrower to borrow hereunder and shall then be repaid or refinanced with new Standby Loans made pursuant as to Sections 2.01 and 2.05the enforceability of this Agreement after giving effect to such increase.

Increase in Commitments. After (a) The Borrowers shall have the Restatement Date, the Company may, right upon one or more occasions by written notice to the Administrative AgentAgent (a “Commitment Increase Notice”) to request an increase in the Revolving Facility Available Amount and the Individual Commitments of the Lenders (the amount of increase requested on any occasion being referred to herein as the “Increase Amount”), executed to a maximum aggregate amount of US$150,000,000; provided that at the time of the Commitment Increase Notice and at the time such request would become effective (i) no Default has occurred and is continuing or would exist after giving effect to such increase in the Revolving Facility Available Amount and the Individual Commitments of the Lenders, (ii) the representations and warranties in Article 10 are true and correct in all material respects immediately prior to such time and will remain true and correct in all material respects immediately after such time; and (ii) the Borrowers will be in pro forma compliance with all financial covenants set out in section 11.1 after giving effect to any funding in connection with such increase. (b) The Commitment Increase Notice shall be delivered by the Company Agent to the Lenders within five (5) Banking Days of receipt thereof by the Agent and shall specify a time period selected by the Borrowers within which each Lender is requested to respond to such Commitment Increase Notice (which shall in no event be less than ten Banking Days from the date of delivery of such Commitment Increase Notice to the Lenders). Each Lender shall notify the Agent within such time period whether or not it agrees to increase its Individual Commitment and, if so, the amount of such increase. Any such Lender not responding within such time period shall be deemed to have declined to increase its Individual Commitment. The Agent shall notify the Borrowers and each Lender of such other Lenders’ responses to each request made hereunder. After the expiration of the time period set forth in the Commitment Increase Notice or receipt by the Agent of responses to the Commitment Increase Notice from each of the Lenders, the Borrowers may, to achieve the full amount of the requested increase in the Commitments, invite one or more financial institutions other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide all or any portion of the Increase Amount and that are acceptable to each of the Agent, the Swingline Lender and the Issuing Lender (such acceptance not to be unreasonably withheld) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) may be admitted as a Lender party to this Agreement in accordance with the provisions of Section 16.6(f). No Finance Party shall have any obligation or other commitment to provide all or any portion of the Increase Amount. (c) Any such increase in the Commitment shall become effective upon written notice by the Agent (which shall be promptly delivered by the Agent) to the Borrowers and the Lenders specifying the effective date of such increase in Commitment, together with a revised Schedule B stating the new Individual Commitment of each of the Lenders (d) Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Agent for distribution to the other Lenders as may be necessary to result in the respective extensions of credit under the Revolving Facility held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Pro Rata Share of the aggregate principal amount of all extensions of credit under the Revolving Facility outstanding as of such date. Each of the Borrowers hereby agrees that any Additional Lender so paying any such financial institution referred amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute extensions of credit under the Revolving Facility made by such Additional Lender hereunder and that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Borrowers directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section being called are made by an Additional Lender to other Lenders in respect of LIBOR Loans, Bankers’ Acceptances and/or Letters of Credit at a "Prospective Lender"), which may include any Lender, cause time other than on the Commitments expiry of the Prospective Lenders to be increased (applicable Interest Period in respect of a LIBOR Loan, the maturity of a Bankers’ Acceptance or cause Commitments to be extended by the Prospective Lendersexpiry date of a Letter of Credit, as the case may be, and if any such adjustment payments result in the Lenders (or any one or more of them) in incurring an amount for actual loss, cost or expense, the Borrowers shall pay to each Prospective Lender set forth in such notice, provided, however, that (a) the aggregate amount of the Lenders' Commitments after giving effect to Lenders receiving any such increasepayment, together with at the aggregate amount of the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, (b) each Prospective Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and (c) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created time that such payment is made pursuant to this Section shall become effective (A) in Section, the case of Prospective Lenders already parties hereunder, on amount that would be required to be paid by the date specified in the notice delivered Borrowers pursuant to this Section and (B) in the case of Prospective Revolving Lenders not already parties hereunder, on the effective date of the Accession Agreement. Upon the effectiveness of any Accession Agreement to which any Prospective Lender is a party, (i) 9.10 had such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have payments been amended to reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed made directly by a Financial Officer of the Company. Following any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05Borrower.

Increase in Commitments. After (a) At any time prior to the Restatement Business Day immediately preceding the Revolving Maturity Date, the Company may, by written notice to the Administrative Agent, executed by the Company and Borrower may effectuate one or more financial institutions increases in the aggregate Revolving 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 financial institution referred Eligible Assignee that is an existing Lender to increase its Revolving Commitment as such Lender shall so select (an “Increasing Lender”) and, in this Section being called a "Prospective the case of any other Eligible Assignee that is not an existing Lender (an “Additional Lender"”), to become a party to this Agreement as a Lender; provided, however, that (i) each such Commitment Increase shall be equal to at least $25,000,000, (ii) all Revolving 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, as applicable, except as to upfront fees which may include any be as agreed to between the Borrower and such Increasing Lender or Additional Lender, cause the Commitments of the Prospective Lenders to be increased (or cause Commitments to be extended by the Prospective Lenders, as the case may be) in an amount for each Prospective Lender set forth in such notice, provided, however, that (aiii) the aggregate amount of all such Commitment Increases shall not exceed $300,000,000, and (iv) such Commitment Increase shall not effect an increase in the aggregate Revolving Commitments if the Revolving 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' Commitments after giving effect Lenders to such increase, together with advance or to commit to advance any credit to the aggregate amount of Borrower or to arrange for any other Person to advance or to commit to advance any credit to the commitments under the Five-Year Credit Agreement, shall in no event exceed US$400,000,000, Borrower. (b) The Commitment Increase shall become effective on the date (the “Increase Date”) on or prior to which each Prospective Lender, if not already a Lender hereunder, of following conditions shall be subject to have been satisfied: (i) the approval of receipt by the Administrative Agent of (which approval shall not be unreasonably withheldA) an agreement in form and (c) substance reasonably satisfactory to the Administrative Agent signed by the Borrower, each Prospective Increasing Lender and/or each Additional Lender, setting forth the Revolving Commitments, if not already a any, of each such Increasing Lender hereunderand/or Additional Lender and, shall if applicable, setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by completing all the terms and delivering to the Administrative Agent a duly executed Accession Agreement. Increases and new Commitments created pursuant to this Section shall become effective (A) in the case of Prospective Lenders already parties hereunder, on the date specified in the notice delivered pursuant to this Section provisions hereof binding upon each Lender and (B) in the case such evidence of Prospective Revolving Lenders not already parties hereunder, appropriate authorization on the effective date part of the Accession Agreement. Upon Borrower with respect to such Commitment Increase and such legal opinions as the effectiveness of any Accession Agreement to which any Prospective Lender is a partyAdministrative Agent may reasonably request, (i) such Prospective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender hereunder and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 the funding by each Increasing Lender and Additional Lender of the Revolving Advances to be made by each such Lender to effect the prepayment requirement set forth in Section 2.5(c)(ii), (iii) 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) all representations and warranties made by the Borrower in this Agreement are true and correct in all material respects (except that such materiality qualifier shall not be deemed applicable to have been amended any representations and warranties that already are qualified or modified by materiality in the text thereof), unless such representation or warranty relates to reflect an earlier date which remains true and correct in all material respects as of such earlier date (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), and (C) the pro forma compliance with the covenants in Sections 6.17, 6.18 and 6.19, after giving effect to such Commitment Increase, and (iv) 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) 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 Revolving Advances shall take into account the actual Revolving Commitment of each Lender and the additional principal amount outstanding of each Revolving Advance made by such Lender as provided in during the relevant period of time. (d) On such Accession Agreement. Upon the effectiveness of any increase pursuant to this Section in the Increase Date if such Commitment of a Lender already a party hereunder, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. Notwithstanding the foregoing, no Increase involves an increase in the aggregate Commitments (or in Revolving Commitments, each Lender’s share of the Commitment Letter of any Credit Exposure on such date shall automatically be deemed to equal such Lender) shall become effective under this Section unless, on the date ’s Revolving Pro Rata Share of such increase, the conditions set forth in paragraphs Letter of Credit Obligations (b) and (c) of Section 4.03 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed Revolving Pro Rata Share for such Lender to be references to such increase) and determined as of the Administrative Agent shall have received a certificate to that effect dated Increase Date in accordance with its Revolving Commitment on such date and executed by as a Financial Officer percentage of the Company. Following aggregate Revolving Commitments on such date) without further action by any increase of a Lender's Commitment or any extension of a new Commitment pursuant to this paragraph, any Standby Loans outstanding prior to the effectiveness of such increase or extension shall continue outstanding until the ends of the respective Interests Periods applicable thereto, and shall then be repaid or refinanced with new Standby Loans made pursuant to Sections 2.01 and 2.05party.