Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) The Borrower, by written notice to the Administrative Agent, may request that the Class A Commitments be increased; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the amount of the requested increase and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerBorrower may, by written notice to the Administrative AgentAgent in substantially the form of Exhibit J, may request that the Class A total Commitments be increasedincreased by an aggregate amount not to exceed $1,500,000,000; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall Borrower may not exceed $150,000,000make more than 3 such requests. Such notice shall set forth (i) the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and (iiin minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or days nor more than 60 days after the date of such notice unless otherwise agreed and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Borrower and the Administrative Agent), and the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each Class A Lender such Bank the opportunity to increase its Class A Commitment, Commitment by its Applicable Class A Percentage applicable Pro Rata Share of the proposed increased amount. Each such Class A Lender Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the BorrowerAdministrative Agent’s notice, either agree to increase its Class A Commitment, Commitment by all or a portion of the offered amount (each Class A Lender Bank so agreeing being an “Increasing LenderBank”) or decline to increase its Class A Commitment (and any such Class A Lender Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender Bank so declining or being deemed to have declined being a “Non-Increasing LenderBank”). In the event that, on the 10th day after the Borrower Administrative Agent shall have delivered a notice pursuant to the first second sentence of this paragraph, the Class A Lenders Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, may arrange for one or more banks or other financial institutions entities (any such bank or other financial institution entity being called an “Augmenting LenderBank”), which may include any Class A LenderBank, to extend Class A Bank Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided provided, however, that each Augmenting Lender, if Bank that is not already a Class A Lender hereunder, an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approval approvals shall not be unreasonably withheld or delayed) ), and the Borrower and each Augmenting Lender Bank that is not an existing Bank shall execute all a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence its Class A such Augmenting Bank’s Commitment and/or its status as a Class A Lender Bank hereunder. Any such increase in the total Class A Commitments may be made in an amount which that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting LendersBanks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) On Each of the effective date (parties hereto hereby agrees that the “Increase Effective Date”) of Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding2.8, the Borrower outstanding Loans (iif any) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made are held by the Class A Lenders ratably Banks in accordance with their respective Applicable Class A Percentage (calculated after giving effect to new applicable Pro Rata Shares. This may be accomplished at the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments reasonable discretion of the existing Class A Lenders. The payments made pursuant to clause Administrative Agent, following consultation with the Borrower, (i) above by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in respect of each Eurodollar Loan this clause (b) shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 6.5, but shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agentbe without premium or penalty. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section 2.8 unless (i) on the effective date of such increase, (A) no Default shall have occurred and be continuing or will result from the conditions increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 4.02 8 shall be satisfied true and correct on and as though a Borrowing were being of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect dated such date and executed to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by a Financial Officer of the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iiiv) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as all fees to the corporate power and authority of be mutually agreed between the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on and the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00Administrative Agent.

Increase in Commitments. (a) The Company may, on behalf of itself or the Canadian Borrower, from time to time by written notice to the U.S. Administrative Agent (which shall promptly deliver a copy to each of the Lenders and the Canadian Administrative Agent), may request that the Class A U.S. Commitments and/or the Canadian Commitments be increasedincreased by an amount not less than US$10,000,000 for any such increase; provided that after giving effect to all such increases the aggregate sum of the total Commitments shall not exceed US$2,000,000,000 minus any amount by which the Class A Commitments are increased shall have been reduced pursuant to this Section shall not exceed $150,000,0002.09. Such notice shall set forth (i) whether such increase in Commitments shall apply to the U.S. Commitments or Canadian Commitments, (ii) the amount of the requested increase and in such Commitments, (iiiii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentnotice), and shall offer each Class A U.S. Lender (in the case of a requested increase in U.S. Commitments) or Canadian Lender (in the case of a requested increase in Canadian Commitments) the opportunity to increase its Class A CommitmentCommitment of the applicable Class, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower Company and the U.S. Administrative Agent given not more than 10 days after the date of the BorrowerCompany’s notice, either agree to increase its Class A applicable Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A applicable Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A applicable Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower Company shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A applicable Lenders shall have declined the requested increase or agreed pursuant to the preceding sentence to increase their Class A applicable Commitments by an aggregate amount less than the increase in the total Commitments of the applicable Class A Commitments requested by the BorrowerCompany, the Borrower may, at its expense, Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Commitments of the applicable Class A Commitments or increase their existing Commitments of the applicable Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the U.S. Administrative Agent Agent, the Swingline Lender and each Issuing Bank (which approval shall not be unreasonably withheld or delayedwithheld) and the Company and each Augmenting Lender shall execute all such documentation as the U.S. Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments of either Class A Commitments pursuant to this Section 2.22 2.20 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all the aggregate principal amount of the Loans of the same Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereonthe “Initial Loans”) and immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) may, at its or their option, fund each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Applicable Agent in same day funds an amount equal to the difference between (A) the product of (1) such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Lender’s Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided ) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A have been a Lender prior to the Commitment Increase is effected entirely shall pay to the Applicable Agent in same day funds an amount equal to the product of (1) such Augmenting Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by ratably increasing (2) the Class A Commitments amount of the existing Class A LendersSubsequent Borrowings, and (iv) after the Applicable Agent receives the funds specified in clauses (ii) and (iii) above, the Applicable Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans and (B) the product of (1) such Non- Increasing Lender’s Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the applicable Borrower or Borrowers shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of its or their Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Applicable Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the applicable Borrower or Borrowers shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on its or their Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to the provisions of Section 2.152.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Increases and new Commitments of either Class A Commitments created pursuant to this Section 2.22 2.20 shall become effective on the date specified in the notice delivered by the Borrower Company pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Sectionabove. (d) Notwithstanding the foregoing, no increase in the total Commitments of a Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless unless, (i) on the effective date of such increase, (A) the conditions representations and warranties set forth in Section 4.02 this Agreement shall be satisfied true and correct in all material respects (without duplication of any materiality qualifier) on and as though a Borrowing were being of such date (unless expressly made as of another date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier)on and as of such other date) and (B) on such date and immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing and the U.S. Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerOfficer, and (ii) the U.S. Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (cb) and (dc) of Section 6 of the Amendment and Restatement Agreement 4.01 as to the corporate power and authority of the applicable Borrower or Borrowers to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not in anywise been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerAt any time prior to the Maturity Date, provided no Event of Default shall have occurred and then be continuing, AMB LP may request a one-time increase in the aggregate amount of the Commitments (subject to (iii) below), either by designating an Eligible Bank not theretofore a Bank to become a Bank (such designation to be effective only with the prior written notice consent of the Administrative Agent, which consent will not be unreasonably withheld) and/or by agreeing with an existing Bank or Banks that such Bank’s Commitment shall be increased. Upon execution and delivery by AMB LP and such Bank or other Eligible Bank of an instrument in form reasonably satisfactory to the Administrative Agent, may request that such existing Bank shall have a Commitment as therein set forth or such Eligible Bank shall become a Bank with a Commitment as therein set forth and all the Class A Commitments be increasedrights and obligations of a Bank with such a Commitment hereunder; provided that that: (i) AMB LP shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Banks; (ii) the Administrative Agent, the Hong Kong Dollars Agent (in the event the increased Commitment involves Hong Kong Dollars), the Singapore Dollars Agent (in the event the increased Commitment involves Singapore Dollars), the Canadian Administrative Agent (in the event the increased Commitment involves Canadian Dollar Tranche B), and the Borrowers shall have agreed on (a) the increase and apportionment of the applicable Currency Commitments and, if applicable, (b) the terms and conditions of one or more Supplemental Tranches; and (iii) the amount of such one time increase does not cause the Facility Amount to exceed $750,000,000. Upon any increase in the aggregate amount by which of the Class A Commitments are increased pursuant to this Section 2.15(a), within five (5) Business Days (in the case of any Base Rate Loans or Canadian Base Rate Loans then outstanding) or at the end of the then-current Interest Period with respect thereto (in the case of any Euro-Dollar Loans then outstanding (other than Canadian Base Rate Loans)), as applicable, each Bank’s Pro Rata Share shall not exceed $150,000,000. Such notice be recalculated to reflect such increase in the Commitments and the outstanding principal balance of the Loans shall set forth (i) be reallocated among the Banks such that the outstanding principal amount of the requested increase and (ii) the date on which such increase is requested Loans owed to become effective (which each Bank shall be not less than 10 Business Days or more than 60 days after the date equal to such Bank’s Pro Rata Share (as recalculated). All payments, repayments and other disbursements of such notice unless otherwise agreed funds by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days Banks shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower maythereupon and, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may times thereafter be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lendersaccordance with each Bank’s recalculated Pro Rata Share. (b) On the effective date (the “Increase Effective Date”) of This Section 2.15 shall supersede any increase provisions in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its Sections 10.5 or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect 10.6 to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15contrary. (c) Increases If any Bank becomes an Eligible Bank with respect to any Alternate Currency, it shall, at its sole discretion, provide written notice of such event to the Administrative Agent and new Class A Commitments created use its best efforts to make a Currency Commitment with respect to such Alternate Currency. Promptly following such notice and agreement to provide such Currency Commitment, the Administrative Agent shall notify and provide Borrowers and each Bank with a replacement Schedule 2.1 listing the name of the applicable Bank and the increase in the Currency Commitment with respect to such Alternate Currency. Upon any increase in the aggregate amount of the Currency Commitment with respect to any Alternate Currency pursuant to this Section 2.22 2.15(c), within five (5) Business Days, each applicable Bank’s Pro Rata Share shall become effective on the date specified in the notice delivered by the Borrower pursuant be recalculated to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower reflect such increase and the Administrative Agentoutstanding principal balance of the applicable Loans shall be reallocated among the applicable Banks such that the outstanding principal amount of such Loans owed to each such Bank shall be equal to such Bank’s Pro Rata Share (as recalculated). A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed All applicable payments, repayments and other disbursements of funds by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowerto each applicable Bank shall thereupon and, to effect the provisions of this Sectionat all times thereafter be made in accordance with such Bank’s recalculated Pro Rata Share. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerAt any time following the Closing Date, the Borrower may by written notice to the Administrative AgentAgent elect to request the establishment of: (i) one or more incremental term loan commitments (any such incremental term loan commitment, may request that 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 Class A Revolving Commitments be increased(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 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 by for each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Class A Commitments are increased pursuant to this Section Borrower proposes that any Incremental Loan Commitment shall be effective, which shall be a date not exceed $150,000,000. Such notice shall set forth less than ten (i10) the amount of the requested increase and (ii) Business Days after the date on which such increase notice is requested delivered to become effective (which shall be not less than 10 Business Days or more than 60 days after the date Administrative Agent. The Borrower may invite any Lender, any Affiliate of such notice unless otherwise agreed by the Borrower and any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Loan Commitment (any such Person, an “Incremental Lender”), and shall offer each Class A . Any proposed Incremental Lender the opportunity offered or approached to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by provide all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) any Incremental Loan Commitment may elect or decline to increase decline, in its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lendersole discretion, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amountprovide such Incremental Loan Commitment. Any Incremental Loan Commitment shall become effective as of such Increased Amount Date; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.that: (bA) On the effective date (the “Increase Effective Date”) no Default or Event of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) Default shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its exist on such Increased Amount Date before or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to (1) any Incremental Loan Commitment and (2) the Class A Commitment Increase); provided that such prepayment making of Class A Revolving any Incremental Loans pursuant thereto; (B) 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 this paragraph shall not 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 (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 required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments fully funded) and (z) any Permitted Acquisition consummated in connection therewith; (C) each of the existing Class A Lenders. The payments representations and warranties contained in Section 6 shall be true and correct in all material respects, except to the 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 pursuant to clause on and as of such date (iexcept 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) above 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 pari passu basis; (F) in respect the case of each Eurodollar 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 making such Incremental Term Loan and the Borrower, 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 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 subject reasonably satisfactory to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.; (dG) Notwithstanding the foregoing, no increase in the total Class A Commitments case of each Incremental Revolving Credit Increase (or in the Class A Commitment terms of any Class A Lender) or addition of a new Class A Lender which shall become effective under this Section unless (i) on the effective date of such increase, the conditions be set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.joinder agreement):

Increase in Commitments. (ai) The BorrowerTwice per calendar year the Borrowers may, by written notice to the Administrative Agent, may request that the Class A Commitments Total Revolving Commitment be increased; increased by an amount not to exceed $25,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the aggregate amount by which time of such request and on the Class A Commitments are increased pursuant date of any such increase. The Administrative Agent shall deliver a copy of such request to this Section shall not exceed $150,000,000each Lender. Such notice The Borrowers shall set forth (i) in such request the amount of the requested increase in the Total Revolving Commitment (which shall be in minimum increments of $10,000,000 and (iia minimum amount of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or nor more than 60 days after the date of such notice unless otherwise agreed by and that, in any event, must be at least 360 days prior to the Borrower and the Administrative AgentMaturity Date), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, Revolving Commitment by its Applicable Class A Revolving Facility Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower Borrowers and the Administrative Agent given not more than 10 days after the date of the BorrowerAdministrative Agent’s notice, either agree to increase its Class A Commitment, Revolving Commitment by all or a portion of the offered amount (each Class A such Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Revolving Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (Revolving Commitment and each such Class A Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event thatIf, on the 10th day after the Borrower Administrative Agent shall have delivered a notice pursuant to the first sentence of this paragraphas set forth above, the Class A Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Revolving Commitments by an aggregate amount less than the increase in the total Class A Commitments Total Revolving Commitment requested by the BorrowerBorrowers, the Borrower may, at its expense, Borrowers may arrange for one or more banks or other financial institutions entities that are Eligible Assignees (any each such bank or other financial institution Person so agreeing being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to and the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Revolving Commitment and/or its status as a Class A Lender with a Revolving Commitment hereunder. Any increase in the total Class A Commitments Total Revolving Commitment may be made in an amount which that is less than the increase requested by the Borrower Borrowers if the Borrower is Borrowers are unable to arrange for, or chooses choose not to arrange for, Augmenting Lenders. (bii) On Each of the effective date parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.1(b), the outstanding Revolving Loans (if any) are held by the “Increase Effective Date”Lenders with Revolving Commitments in accordance with their new Revolving Facility Percentages. This may be accomplished at the discretion of the Administrative Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Class A Commitments Total Revolving Commitment pursuant to this Section 2.22 (2.1(b) to remain outstanding until the “Commitment Increase”)last days of the respective Interest Periods therefor, if any Class A Revolving Loans are outstanding, even though the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund Lenders would hold such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably Borrowings other than in accordance with their respective Applicable Class A Percentage new Revolving Facility Percentages; or (calculated after giving effect to z) by any combination of the Class A Commitment Increase); provided that such foregoing. Any prepayment of Class A Revolving Loans pursuant to or assignment described in this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (iii) above in respect of each Eurodollar Loan shall be subject to Section 2.152.7 hereof but otherwise without premium or penalty. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerBorrower may on up to two occasions at any time not later than three months prior to the Maturity Date, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), may request that the Class A total Commitments be increased; provided increased by an amount that will not result in the aggregate total Commitments under this Agreement exceeding $100,000,000 minus the amount by which of any reduction of the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,0002.08. Such notice shall set forth (i) the amount of the requested increase and in the total Commitments, (ii) the name of the Person (who shall be a bank or other financial institution approved by the Administrative Agent, such approval 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 10 Business Days or more than 60 5 days after the date of such notice unless otherwise agreed by and (iv) the Borrower and the Administrative Agent)amount of all proposed fees payable to such new or existing Lender, and (v) any proposed increase in the Applicable Rate. Any increase in the Applicable Rate shall offer each Class A be effective as to all Loans. Any Lender the opportunity to increase increasing its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being Commitment is herein called an “Increasing Lender”) or decline to increase its Class A Commitment (” and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase increasing its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being Commitment is herein called a “Non-Increasing Lender”). In Each other Person providing all or any portion of the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being increased Commitment is herein called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A . Each Increasing Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or and its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 clause (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agentthis paragraph. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless paragraph unless, (i) on the effective date of such increase, the conditions representations and warranties of the Borrower set forth in Section 4.02 this Agreement shall be satisfied as though a Borrowing were being made on such date true and correct and no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The Borrower, by written notice to the Administrative Agent, may request that the Class A Commitments be increased; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the amount of the requested increase and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a the right exercisable 5 times, upon at least 10 Business Days’ notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerLenders, to effect request (i) increases in the provisions Revolving Commitments or (ii) the making of this Section. additional Term Loans (dthe “Additional Term Loans”) Notwithstanding by up to $400,000,000 to a maximum aggregate amount not to exceed $1,600,000,000 (reduced to the foregoingextent Borrower has terminated or reduced the Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such new lender if it is not an Eligible Assignee) or obtaining the agreement, no which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the total Class A Commitments (or the making of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the Class A Commitment making of Additional Term Loans or a combination thereof. Effecting any Class A Lender) increase of the Revolving Commitments or addition the making of a new Class A Lender shall become effective Additional Term Loans under this Section unless is subject to the following conditions precedent: (ix) no Default or Unmatured Default has occurred, is then continuing or shall be in existence on the effective date of such increase of Revolving Commitments or making of Additional Term Loans, (y) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the conditions set forth extent any such representation or warranty is stated to relate solely to an earlier date (in Section 4.02 shall be satisfied as though a Borrowing were being made on which case such date and the Administrative Agent representation or warranty shall have received a certificate to that effect dated been true and correct on and as of such date earlier date) and executed by a Financial Officer of except for changes in factual circumstances not prohibited under the BorrowerLoan Documents, and (iiz) the Administrative Agent shall have received (with sufficient copies for an Amendment Regarding Increase by the Borrower, the Administrative Agent and the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the Class A Lenders) documents consistent with those delivered effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Subsidiary Guaranty. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the Restatement Effective Date under clauses date it becomes a Revolving Lender hereunder (cor in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (d) of Section 6 of the Amendment and Restatement Agreement as determined with respect to the corporate power Revolving Lenders’ respective Revolving Commitments and authority of the Borrower to borrow hereunder after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such increase (orother Revolving Lenders, if such documents delivered on the Restatement Effective Date already contemplate an increase in same day funds, an amount at least equal to (A) the portion of the outstanding principal amount of such increaseRevolving Loans to be purchased by such Lender, stating plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2A.6(b) that such documents remain in full force and effect on the date of such increase and have not been annulledrepaid, modified, rescinded or revoked), plus (iiiC) no single Class A Lender or Augmenting Lender shall participate in interest accrued and unpaid to and as of such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to date on such increase the ratio portion of the Collateral Value Amount outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the Secured Obligation Amount (determined on a pro forma basis as if aggregate Commitments and Term Loans exceed $1,600,000,000 without the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00approval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. (a) The BorrowerAt any time prior to March 31, by written 2003, and provided no Event of Default then exists, the Company may from time to time, upon 15 Business Days’ notice to the Administrative Agent, may request that the Class A Commitments be increased; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the amount of the requested increase and (ii) the date on which such increase is requested to become effective Agent (which shall be promptly notify the Banks in writing), request an increase in the Total Commitment up to an aggregate of $25,000,000 for all such increases (but not less than $5,000,000 for any single increase). No increase in the Total Commitment shall be permitted to occur on or after March 31, 2003. Each Bank shall promptly (but in any event no later than 10 Business Days or more than 60 days after from the date of such Bank receives notification from the Agent) respond to the Agent by written notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity whether or not it agrees to increase its Class A CommitmentCommitment and, if so, by an amount equal to or less than its Applicable Class A Percentage Pro Rata Share of such requested increase. If any Bank declines, or is deemed to have declined, to participate in any such increase to the proposed increased amountfull extent of its Pro Rata Share thereof, the Company may request, through the Agent, that one or more other Banks, in their sole and absolute discretion, increase their Commitment(s) by an aggregate amount equal to such shortfall. Each such Class A Lender shall, by request or notice delivered to the Borrower Agent by the Company and to the Banks by the Agent under this Section shall specify the time period within which the Agent and the Administrative Agent given Banks, respectively, are to respond. Any Bank not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Class A Commitment) (. The Agent shall notify the Company and each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval Bank of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and Banks’ responses to each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender request made hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of If any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans increased in accordance with this AgreementSection, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender Company shall become effective under this Section unless (i) on determine the effective date of such increase (the “Increased Commitment Date”). The Agent and the Company shall promptly confirm in writing to the Banks the final allocation of such increase and the Increased Commitment Date. As a condition precedent to such increase, the conditions set forth in Section 4.02 Company shall be satisfied as though a Borrowing were being made on such date and deliver to the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer as of the Borrower, Increased Commitment Date (ii) the Administrative Agent shall have received (with in sufficient copies for each Bank) signed by a Responsible Officer of the Class A LendersCompany (i) documents consistent with those delivered on certifying and attaching the Restatement Effective Date under clauses (c) resolutions adopted by the Company approving or consenting to such increase and (dii) of Section 6 of the Amendment certifying that, before and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase increase, the representations and warranties contained in Article VI are true and correct on and as of the Increase Commitment Date and no Default or Event of Default exists. The Company shall deliver new or amended Notes reflecting the increased Commitment of any Bank holding or requesting a Note. The Agent shall distribute an amended Schedule 1 (orwhich shall be incorporated into this Agreement), if such documents delivered to reflect any changes therein. The Company shall prepay any LIBO Rate Loans outstanding on the Restatement Effective Date already contemplate an (and pay any funding losses in connection therewith pursuant to Section 4.4) to the extent necessary to keep outstanding Loans ratable with any revised Pro Rata Shares arising from a nonratable increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00Commitments under this Section.

Increase in Commitments. (ai) The BorrowerCompany may, no more than once a year, by written notice to the Administrative AgentAgent substantially in the form of Exhibit G-1, may request that the Class A Commitments Lenders to increase the Aggregate Commitments, which notice shall be increasedaccompanied by the resolutions of the board of directors of the Company approving such increase certified by the Secretary or an Assistant Secretary of the Company; provided that in no event shall the Aggregate Commitments be increased by more than US$300,000,000 in the aggregate amount by which the Class A Commitments are increased (for all increases pursuant to this Section 2.17) without the written consent of all Lenders. (ii) Any optional increase shall not exceed $150,000,000. Such notice shall set forth be permitted only if (i) the amount no Default or Event of the requested increase Default has occurred and is continuing and (ii) the date on which Aggregate Commitments following such increase is a multiple of US$5,000,000. (iii) The Administrative Agent shall transmit any increase request to the Arrangers within one Business Day after its receipt thereof, who shall relay such increase request to each Lender within one Business Day after their receipt thereof. Each Lender will have the option, in its sole discretion, to subscribe for its Pro Rata Share of such requested increase. The Lenders shall respond in writing to become effective (which shall be not less than 10 the Company’s request through the Arrangers within 15 Business Days or more than 60 days after by submitting a letter in the date form of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Attachment I to Exhibit G-1. Any Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice responding within such period of 10 days 15 Business Days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than participate in the increase in request. At the total Class A Commitments requested option of the Company, any part of the increase not so subscribed may be assumed, within 20 Business Days of the Lenders’ response, by the Borrower, the Borrower may, at its expense, arrange for one or more banks existing Lenders or assumed by other financial institutions (any such bank or other financial institution being called an “Augmenting designated by the Company and acceptable to each Lender”), the Issuing Bank and the Administrative Agent, which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval consents shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as withheld, upon submission of a Class A Lender hereunder. Any increase letter in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) form of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriateExhibit G-2, in the reasonable opinion case of the Administrative Agent and the Borroweran existing Lender, to effect the provisions of this Section. (d) Notwithstanding the foregoingor Exhibit G-3, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition case of a new Class A Lender shall become effective under party to this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00Agreement.

Increase in Commitments. (ai) The BorrowerAt any time, by written notice to the Administrative Agent, Company (on behalf of itself and the other Borrowers) may request that the Class A Commitments Aggregate Commitment be increasedincreased by an aggregate principal amount not in excess of $50,000,000; provided that that, without the prior written consent of all of the Lenders, (a) the sum of (1) the Aggregate Commitment and (2) the Five-Year Aggregate Commitment shall at no time exceed $400,000,000 minus the aggregate amount by which of all reductions in (x) the Class A Commitments are increased Aggregate Commitment previously made pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i2.5(A) the amount of the requested increase and (iiy) in the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower Five-Year Aggregate Commitment previously made in accordance with and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence relevant provisions of this paragraph, the Class A Lenders Five-Year Credit Agreement; (b) the Company shall have agreed not make any such request during the six month period following any reduction in the Aggregate Commitment previously made pursuant to Section 2.5(A); (c) the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval Company shall not be unreasonably withheld or delayedentitled to make more than one such request during any calendar year; and (d) each such request shall be in a minimum amount of at least $25,000,000 and each Augmenting Lender increments of $1,000,000 in excess thereof. Such request shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable a written notice given to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, Lenders by the Company not less than twenty (20) Business Days prior to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the proposed effective date of such increase, which notice (a "Commitment Increase Notice") shall specify the conditions amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase. In the event of such a Commitment Increase Notice, each of the Lenders shall be given the opportunity to participate in the requested increase ratably in proportions that their respective Commitments bear to the Aggregate Commitment. No Lender shall have any obligation to increase its Commitment pursuant to a Commitment Increase Notice. On or prior to the date that is fifteen (15) Business Days after receipt of the Commitment Increase Notice, each Lender shall submit to the Administrative Agent a notice indicating the maximum amount by which it is willing to increase its Commitment in connection with such Commitment Increase Notice (any such notice to the Administrative Agent being herein a "Lender Increase Notice"). Any Lender which does not submit a Lender Increase Notice to the Administrative Agent prior to the expiration of such fifteen (15) Business Day period shall be deemed to have denied any increase in its Commitment. In the event that the increases of Commitments set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Lender Increase Notices exceed the amount requested by the Company in the Commitment Increase Notice, the Administrative Agent and each Arranger shall have received a certificate the right, in consultation with the Company, to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.allocate the

Increase in Commitments. (a) The BorrowerDuring the Revolving Credit Period, the Borrower may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Banks), may request at any time or from time to time that the Class A total Commitments be increased; provided that (i) the aggregate amount by which the Class A Commitments are increased of all such increases pursuant to this Section shall not exceed $150,000,000125,000,000, (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. Such Any such notice shall set forth (i) the amount of the requested increase in the total Commitments and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”)effective. In the event that, on that the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders Banks shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting LenderBank”), which may include any Class A LenderBank, to extend Class A Commitments or increase their its existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that (i) each Augmenting LenderBank, if not already a Class A Lender Bank hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereonwithheld) and (ii) mayeach Augmenting Bank, at its or their optionif not already a Bank hereunder, fund such prepayment shall become a party to this Agreement by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect completing and delivering to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant Agent a duly executed accession agreement in a form satisfactory to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of Agent and the existing Class A LendersBorrower. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 paragraph (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agentthis paragraph. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A LenderBank) or addition of a new Class A Lender shall become effective under this Section unless paragraph unless, (i) on the effective date of such increase, the conditions set forth in clauses (b) and (d) of Section 4.02 3.02 shall be satisfied (as though a Borrowing were being made on such date date) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each to the extent requested by the Agent reasonably in advance of the Class A Lenderssuch date) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement 3.01 as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerAt any time and from time to time prior to the Maturity Date, the Company may, by written notice to the Administrative AgentAgent (which the Administrative Agent shall promptly furnish to each Lender), may request that one or more Persons (which may include the Class A then-existing Lenders) (A) offer to increase their Revolving Credit Commitments or to make additional Revolving Credit Commitments (if they are not already Lenders) (such increased and/or additional Revolving Credit Commitments being a “Revolving Credit Commitment Increase”) or (B) enter into one or more tranches of term loans (such additional term loans being an “Incremental Term Loan” and together with any Revolving Credit Commitment Increases, a “Commitment Increase”) under this paragraph (a), it being understood that (x) if such offer is to be increasedmade by a Person that is not already a Lender, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 11.04(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld) and (y) the Company may agree to accept less than the amount of any Commitment Increase so requested; provided that the minimum aggregate principal amount by which accepted shall equal the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth lesser of (i) the amount of the requested increase and $10,000,000 or (ii) the date on which such increase is requested to become effective (which offered Commitment Increase. The minimum aggregate principal amount of any Commitment Increase shall be not less than 10 Business Days $10,000,000 (or more than 60 days after the date of such notice unless otherwise lesser amount as may be agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In no event shall the event that, on the 10th day after the Borrower shall have delivered a notice aggregate amount of all Commitment Increases pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, paragraph (a) exceed $250,000,000. The Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”)institutions, which may include any Class A Lender, to extend Class A Commitments or Revolving Credit Commitments, increase their existing Class A Revolving Credit Commitments or provide Incremental Term Loans in an aggregate amount equal to the unsubscribed amountamount of the Commitment Increase. In the event that one or more of such Persons offer to increase or enter into such Revolving Credit Commitments, and such Persons, the Company, any other applicable Borrower and the Administrative Agent agree as to the amount of such Revolving Credit Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Company in connection therewith, the Company, any other applicable Borrower, such Persons, the Administrative Agent and any other Applicable Agent shall execute and deliver an appropriate amendment to this Agreement, which amendment shall specify, among other things, the procedures for reallocating any outstanding Revolving Credit Exposure (as applicable). The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date (but may partially amortize prior to such date) and (c) shall be treated substantially the same hereunder as (and in any event no more favorably than) the Revolving Loans and the Term Loans; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving the terms and conditions applicable to any tranche of Incremental Term Loans then outstanding (including all accrued but unpaid interest thereon) maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) maythe Incremental Term Loans may be priced differently (which pricing shall be deemed to include any upfront fees, at its or their optionoriginal issue discount, fund such prepayment by simultaneously borrowing Class A arrangement fees and any similar fees in connection therewith) than the pricing applicable to the Revolving Loans in accordance with this Agreement, which Class A Revolving and the Term Loans. Incremental Term Loans shall may be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective hereunder pursuant to an amendment, restatement or amendment and restatement (the an “Incremental Term Loan Amendment”) to of this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowerBorrowers, each Increasing LenderLender participating in such tranche, each Augmenting Person joining this Agreement as Lender by participation in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Company and the BorrowerAdministrative Agent, to effect the provisions of this SectionSection 2.09. Notwithstanding anything to the contrary set forth herein, the Agents shall have at least 15 Business Days, but no more than 20 Business Days, prior to the proposed effective date for such an increase to obtain administrative details from Lenders increasing their Commitments or Persons becoming new Lenders hereunder and to otherwise administer such increase, including processing Borrowing Requests and determining whether breakage amounts, if any, will be required to be paid by the Borrowers. No such increase shall be effective until such administration period has expired. (db) Notwithstanding the foregoing, no increase in the total Class A Revolving Credit Commitments (or in the Class A Revolving Credit Commitment of any Class A Lender) or addition tranche of a new Class A Lender Incremental Term Loans shall become effective under this Section 2.09 unless on the proposed date of the effectiveness of such Commitment Increase (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, Company that the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall have been satisfied or waived by the Required Lenders and (ii) the Administrative Agent shall have received (with sufficient copies for each of documents from the Class A Lenders) documents Borrower consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate organizational power and authority of the Borrower Borrowers to borrow hereunder after giving effect to such increase (or, if such documents Commitment Increase; provided that delivery of a certificate by a Financial Officer of the Company certifying that the resolutions entered into by the Company and its Subsidiaries and delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain Administrative Agent pursuant to Section 4.01(d) are in full force and effect on the date of thereof and that such increase and resolutions have not been annulled, modified, rescinded or revokedamended shall be deemed sufficient evidence of power and authority to incur any Commitment Increase hereunder (and any Loans thereunder). Nothing contained in this Section 2.09 shall constitute, (iii) no single Class A or otherwise be deemed to be, a commitment on the part of any Lender or Augmenting Lender shall participate in such to increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate its Revolving Credit Exposure were equal to the total Commitments) shall be Commitment hereunder, or provide Incremental Term Loans, at least 1.75:1.00any time.

Increase in Commitments. (a) The BorrowerBorrowers may, any time or from time to time after the later of (i) the Closing Date and (ii) the earlier of (A) sixty (60) days after the Closing Date and (B) the date upon which a Successful Syndication is achieved, by written notice to the Administrative AgentAgent (an “Incremental Facility Request”) request the establishment of incremental or additional term loan facilities (each, an “Incremental Term Facility”, the commitments thereunder, the “Incremental Term Commitments” and the loans thereunder, the “Incremental Term Loans”). Any such Incremental Term Facility may request that be implemented by increasing the Class A Commitments amount of loans and commitments under the existing Facility or by adding a new facility to this Agreement. Subject to the terms and conditions set forth in this Section 2.21, the Incremental Term Facilities shall be increasedfunded on the relevant Increased Amount Date; provided that no Incremental Term Facility shall be incurred on such date to the extent that the aggregate principal amount by of such Incremental Term Facility when combined with the aggregate principal amount of all Incremental Term Facilities then outstanding exceeds $150,000,000. (b) Each such Incremental Facility Request shall specify the date (an “Increased Amount Date”) on which the Class A Borrowers propose that the Incremental Term Commitments are increased pursuant to this Section and the date the Incremental Term Loans shall be made available, which shall be a date not exceed $150,000,000. Such notice shall set forth less than five (i5) the amount of the requested increase and (ii) Business Days after the date on which such increase notice is requested delivered to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 (or such lesser number of days after as may be agreed to by the date Administrative Agent in its sole discretion). The Borrowers shall notify the Administrative Agent in writing of the Borrower’s noticeidentity of each Lender or other Person (each, either agree an “Incremental Lender”) to increase its Class A Commitmentwhom the Incremental Term Commitments have been allocated, by which allocation shall be made at the Borrowers’ sole discretion. Any Lender approached to provide all or a portion of the offered amount (each Class A Lender so agreeing being Incremental Term Commitments may elect or decline, in its sole discretion, to provide an “Increasing Lender”) or decline to increase its Class A Incremental Term Commitment (and it being understood that the Borrowers have no obligation to approach any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, and no Lender is committing to extend Class A Commitments provide any Incremental Term Commitment until such time as such Lender agrees in writing to provide all or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval portion of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”Incremental Term Commitment), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases As of any Increased Amount Date: (i) no Default or Event of Default shall exist and new Class A be continuing or would immediately result from the incurrence of such Incremental Term Facility; (ii) the incurrence of any such Incremental Term Facility shall be in compliance with all obligations under Regulation U; (iii) to the extent that such Incremental Term Loans are not made as part of the Term Facility (in which case all terms thereof shall be identical to the terms of the Term Facility): (A) the final maturity date under any Incremental Term Facility shall not be earlier than the Term Maturity Date; (B) the amortization requirements for any Incremental Term Facility shall be determined by the Borrowers and the Incremental Lenders thereunder so long as the Weighted Average Life to Maturity applicable to any Incremental Term Facility shall be equal to or greater than the Weighted Average Life to Maturity of the Initial Term Loans outstanding under the Term Facility (without giving effect to any prepayments (other than amortization)); (C) the Incremental Term Facility shall not be (x) guaranteed by any Person who is not, or will not then be a Guarantor or (y) secured by any assets not constituting or which will not then constitute Collateral under the Loan Documents; (iv) if the All-In Yield applicable to any Incremental Term Loans under any Incremental Term Facility shall be 0.50% per annum or more higher than the corresponding All-In Yield on the Term Facility as of the date of incurrence, then the All-In Yield applicable to the Term Facility shall be increased to cause the then applicable All-In Yield for the Term Facility to equal the All-In Yield then applicable to the Incremental Term Loans minus 0.50% per annum (this provision, the “MFN Protection”); and (v) the terms and provisions of the Incremental Term Commitments created pursuant shall be as agreed between the Borrowers and the applicable Incremental Lenders providing such Incremental Term Commitments, subject to satisfying the requirements of this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a2.21(c) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase terms of such Incremental Term Commitments shall become effective be effected pursuant to an amendment to this Agreement (the an “Incremental Amendment”) to this Agreement executed and delivered by the BorrowerBorrowers, the Administrative Agent and one or more Incremental Lenders; provided that (x) such Incremental Term Loans may participate in any mandatory prepayment under Section 2.10 hereof on a pro rata basis (or on a basis less than pro rata), but not on a basis that is more favorable than pro rata and (y) with respect to terms not addressed by this Section 2.21(c), if such terms (other than pricing terms) of the Incremental Term Commitments are not, taken as a whole, substantially consistent with the terms of the Term Facility, such terms shall not be more restrictive, when taken as a whole, than the terms of the Term Facility (except for terms applying after the Term Maturity Date or Extended Maturity Date, as applicable). (d) On any Increased Amount Date on which any Incremental Term Commitment becomes effective or Incremental Term Loans are funded, subject to the foregoing terms and conditions, each Increasing Incremental Lender to the extent not already a Lender, each Augmenting shall become a Lender hereunder with respect to such Incremental Term Commitment or Incremental Term Loan; provided that any Person that becomes an Incremental Lender that is not already a Lender hereunder shall be reasonably satisfactory to the Administrative Agent and the Administrative AgentBorrowers to the extent consent would be required under Section 9.04(b) for an assignment of Loans to such Incremental Lender. (e) For purposes of this Agreement, any Incremental Term Loans shall be deemed to be Loans. The Each Incremental Amendment may, without the consent of any other LendersLender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this SectionSection 2.21. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerFrom time to time on and after the Restatement Effective Date and prior to the Tranche 1 Termination Date so long as no Default or Event of Default shall have occurred and be continuing, by written the Borrowers may, upon at least 30 days notice to the Administrative AgentAgent (which shall promptly provide a copy of such notice to the Tranche 1 Lenders), may request that the Class A Commitments be increased; provided that propose to increase the aggregate amount of the Tranche 1 Commitments by an amount which (i) is not less than $25,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to any such request nor (ii) when aggregated with all prior and concurrent increases in the Class A Tranche 1 Commitments are increased and Tranche 2 Commitments pursuant to this Section 2.20, is not in excess of $250,000,000. The Borrowers may increase the aggregate amount of the Tranche 1 Commitments by (x) having another lender or lenders (each, an “Additional Tranche 1 Lender”) become party to this Agreement, (y) agreeing with any Tranche 1 Lender (with the consent of such Lender in its sole discretion) to increase its Tranche 1 Commitment hereunder or (z) a combination of the procedures described in clauses (x) and (y) of this sentence. (b) From time to time on and after the Restatement Effective Date and prior to the Tranche 2 Termination Date so long as no Default or Event of Default shall not exceed $150,000,000. Such have occurred and be continuing, the Borrowers may, upon at least 30 days notice to the Administrative Agent (which shall set forth promptly provide a copy of such notice to the Tranche 2 Lenders), propose to increase the aggregate amount of the Tranche 2 Commitments by an amount which (i) is not less than $25,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to any such request nor (ii) when aggregated with all prior and concurrent increases in the Tranche 1 Commitments and Tranche 2 Commitments pursuant to this Section 2.20, is not in excess of $250,000,000. The Borrowers may increase the aggregate amount of the Tranche 2 Commitments by (x) having one or more Eligible Assignees (each, an “Additional Tranche 2 Lender” and collectively with the Additional Tranche 1 Lenders, the “Additional Lenders”) become party to this Agreement, (y) agreeing with any Tranche 2 Lender (with the consent of such Lender in its sole discretion) to increase its Tranche 2 Commitment hereunder or (z) a combination of the procedures described in clauses (x) and (y) of this sentence. (c) Upon any increase in the amount of the requested increase and Tranche 1 Commitments or Tranche 2 Commitments, as the case may be, pursuant to this Section 2.20 (iieach, an “Additional Commitment”): (i) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days Each Additional Lender or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A existing Lender the opportunity agreeing to increase its Class A CommitmentCommitments pursuant to this Section 2.20 (each, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline shall enter into a Joinder Agreement pursuant to increase its Class A which such Additional Lender and/or Increasing Lender shall, as of the effective date, undertake an Additional Commitment (and any or, in the case of an Increasing Lender, pursuant to which such Class A Lender that does not deliver such a notice within such period of 10 days Increasing Lender’s Commitment shall be deemed increased in the agreed amount on such date) and such Additional Lender shall thereupon become (or, if an Increasing Lender, continue to have declined to increase its Class A Commitmentbe) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In ” for all purposes hereof. (ii) The Borrowers shall in the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Tranche 1 Commitments, in coordination with the Administrative Agent, repay all outstanding Loans and incur additional Loans from other Tranche 1 Lenders in each case so that the Tranche 1 Lenders participate in each Borrowing pro rata on the basis of their respective Tranche 1 Commitments requested (after giving effect to any increase in the Tranche 1 Commitments pursuant to this Section 2.20) and amounts payable under Section 2.18 as a result of the actions required to be taken under this Section 2.20, shall be paid in full by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions Borrowers; (iii) If any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Additional Lender is a Foreign Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to such Additional Lender shall deliver the unsubscribed amountforms required by Section 2.17(d); provided that each Augmenting Lender, if not already a Class A Lender hereunder, and (iv) Any Additional Commitment shall be subject to the prior written approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting LendersIssuing Lender. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerProvided there exists no Default, by written upon notice to the Administrative AgentAgent (which shall promptly notify the Banks), the Borrower may from time to time, request that an increase in the Class A Commitments be increasedby an amount (for all such requests) not exceeding $250,000,000; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the any such request for an increase shall be in a minimum amount of the requested increase $25,000,000, and (ii) the date on Borrower may make a maximum of three such requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such increase each Bank is requested to become effective respond (which shall in no event be not less than 10 ten Business Days or more than 60 days after from the date of delivery of such notice unless otherwise agreed by to the Borrower and Banks). (b) Each Bank shall notify the Administrative Agent), and shall offer each Class A Lender the opportunity Agent within such time period whether or not it agrees to increase its Class A CommitmentCommitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Class A Percentage of the proposed increased amountsuch requested increase. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given Any Bank not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Class A Commitment. (c) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after The Administrative Agent shall notify the Borrower shall have delivered and each Bank of the Banks’ responses to each request made hereunder. To achieve the full amount of a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to requested increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) ), the Borrower may also invite additional Eligible Assignees to become Banks pursuant to a joinder agreement in form and each Augmenting Lender shall execute all such documentation as substance reasonably satisfactory to the Administrative Agent shall reasonably specify to evidence and its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenderscounsel. (bd) On If the Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Banks of the final allocation of such increase and the Increase Effective Date. No consent of any Bank (other than the Banks participating in such increase) shall be required for any such increase in the Class A Commitments pursuant to this Section 2.22 2.03. (the “Commitment Increase”), if any Class A Revolving Loans are outstandinge) As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Increase Effective Date (iin sufficient copies for each Bank) shall prepay all Class A Revolving Loans then outstanding signed by a Responsible Officer (including all accrued but unpaid interest thereonx) certifying and attaching the resolutions approving or consenting to such increase, and (iiy) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated certifying that immediately before and after giving effect to such increase, (A) the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above representations and warranties contained in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement Article 4 and the other Loan Documents are true and correct in all material respects on and as may be necessary or appropriateof the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in the reasonable opinion of the Administrative Agent which case they are true and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase correct in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date all material respects as of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such earlier date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revokedB), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. The Borrower shall have the right at any time, but in no event more than twice in any consecutive twelve month period, to increase the aggregate Commitments in integral multiples of $25,000,000 (a) The Borrower, by written notice to the Administrative Agent, may request that the Class A Commitments be increased; provided that the aggregate amount by which of the Class A Commitments are increased pursuant to this Section shall Commitments, as so increased, may not exceed $150,000,000. Such notice shall set forth 350,000,000, by adding to this Agreement one or more other Eligible Assignees (iwhich may include any Bank (with the consent of such Bank, in its discretion)) (each such Eligible Assignee, an "Additional Bank"), with the amount approval of the requested increase and Administrative Agent (ii) the date on which such increase is requested not to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentunreasonably withheld), each of which Additional Banks shall have entered into an agreement in form and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice substance satisfactory to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree pursuant to increase its Class A Commitment, by all or which such Additional Bank shall undertake a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and if any such Class A Lender that does not deliver such Additional Bank is a notice within such period of 10 days Bank, its Commitment shall be deemed in addition to have declined to increase its Class A Commitmentsuch Bank's Commitment hereunder) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, Commitment shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to $10,000,000, and upon the amount effectiveness of such increase, stating that such documents remain in full force and effect on agreement (the date of the effectiveness of any such agreement being hereinafter referred to as the "Increased Commitment Date") such Additional Bank shall thereupon become a "Bank" for all purposes of this Agreement. Notwithstanding the foregoing, the increase in the aggregate Commitments hereunder pursuant to this Section 2.19 shall be effective only if: (i) the Borrower shall have given the Administrative Agent notice of any such increase at least ten Business Days prior to any such Increased Commitment Date; (ii) no Default or Event of Default shall have occurred and have not been annulled, modified, rescinded be continuing as of the date of the notice referred to in the foregoing clause (i) or revoked), on the Increased Commitment Date; and (iii) there shall have been no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio reduction of the Collateral Value Amount Commitments pursuant to the Secured Obligation Amount (determined Section 2.07 hereof on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal or prior to the total Commitments) shall be at least 1.75:1.00any such Increased Commitment Date.

Increase in Commitments. (a) The BorrowerParent shall have the right, at any time and from time to time after the Effective Date by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Commitments (each such requested increase, a “Commitment Increase”), by having one or more existing Banks increase their respective Commitments then in effect (each, an “Increasing Bank”), by adding as a Bank with a new Commitment hereunder one or more Persons that are not already Banks (each, an “Additional Bank”), or a combination thereof; provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000 or, unless the Administrative Agent otherwise consents, a higher integral 48 multiple of $5,000,000, (ii) immediately after giving effect to any Commitment Increase, the aggregate of all Commitment Increases effected after the Effective Date shall not exceed $500,000,000, and (iii) no existing Bank shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by the Parent unless it agrees in its sole discretion to do so. (b) Each Additional Bank must qualify as an Eligible Assignee (the approval of which by the Administrative Agent, each Fronting Bank that has Issued an outstanding Letter of Credit and the Swingline Bank shall not be unreasonably withheld, conditioned or delayed) and the Parent and each Additional Bank shall execute a joinder agreement together with all such other documentation as the Administrative Agent may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent, may request that to evidence the Class A Commitments be increased; provided that Commitment of such Additional Bank and its status as a Bank hereunder. (c) If the aggregate amount by which the Class A Commitments are increased pursuant to in accordance with this Section shall not exceed $150,000,000. Such notice shall set forth Section, (i) the Parent shall determine the final amount and allocation of the requested such increase and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower Administrative Agent and the Administrative Agent), and Parent shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On determine the effective date (the “Commitment Increase Effective Date”,” which shall be a Business Day not less than 30 days prior to the Maturity Date) of any such increase. The Administrative Agent shall promptly notify the Parent and the Banks of the final amount and allocation of such increase in and the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase Date. The Administrative Agent is effected entirely by ratably increasing the Class A Commitments hereby authorized, on behalf of the existing Class A Lenders. The payments made pursuant Banks, to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of enter into any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, shall reasonably deem appropriate to effect the provisions of this Sectionsuch Commitment Increase. (d) Notwithstanding anything set forth in this Section 2.19 to the foregoingcontrary, no increase in the total Class A aggregate Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under pursuant to this Section unless 2.19 shall be effective unless: (i) on The Administrative Agent shall have received the effective date following, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) as to each Increasing Bank, evidence of its agreement to provide a portion of the Commitment Increase, and as to each Additional Bank, 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 Borrower, acknowledging and reaffirming its obligations under this Agreement and the other Loan Documents; (C) unless covered by resolutions previously delivered hereunder, a certificate of the secretary or an assistant secretary or other appropriate officer of each Borrower, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such increaseBorrower approving or consenting to such Commitment Increase; (D) a certificate of a Responsible Officer, certifying that (y) as of the Commitment Increase Date, all representations and warranties of the Borrowers contained in this Agreement and the other Loan 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 (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), 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; and (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) In the case of any Credit Extension in connection with such Commitment Increase, the conditions precedent set forth in Section 4.02 shall have been satisfied. To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Commitments, on the Commitment Increase Date, (i) all then outstanding LIBOR Loans (the “Initial Loans”) shall automatically be satisfied as though converted into Base Rate Loans, (ii) immediately after the effectiveness of the Commitment Increase, the applicable Borrowers shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Borrowing were being made Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.10, (iii) each Bank shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Bank’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Bank’s Pro Rata 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 Bank the portion of such funds equal to the difference, if positive, between (y) such Bank’s Pro Rata Share (calculated without giving effect to the Commitment Increase) of the Initial Loans and (z) such Bank’s Pro Rata Share (calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Banks shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitment (calculated after giving effect to the Commitment Increase), (vi) each applicable Borrower shall pay all accrued but unpaid interest on such date the Initial Loans to the Banks entitled thereto, and (vii) Schedule I shall automatically be amended to reflect the Commitments of all Banks after giving effect to the Commitment Increase. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by the applicable Borrowers pursuant to the provisions of Section 2.17 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto. Notwithstanding the foregoing, the Parent and the Administrative Agent shall have received may agree upon other methods of implementing a certificate Commitment Increase (including a phase-in of a Commitment Increase with certain Banks having temporary risk participations in outstanding Revolving Loans pending the end of Interest Periods for LIBOR Loans) so long as the applicable method is not materially disadvantageous to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00any Bank.

Increase in Commitments. (a) The Borrower, by written notice to the Administrative Agent, may request that the Class A Commitments be increased; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the amount of the requested increase and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a the right exercisable 5 times, upon at least 10 Business Days’ notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerLenders, to effect request (i) increases in the provisions Revolving Commitments or (ii) the making of this Section. additional Term Loans (dthe “Additional Term Loans”) Notwithstanding by up to $500,000,000 to a maximum aggregate amount not to exceed $1,600,000,000 (reduced to the foregoingextent Borrower has terminated or reduced the Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such new lender if it is not an Eligible Assignee) or obtaining the agreement, no which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the total Class A Commitments (or the making of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the Class A Commitment making of Additional Term Loans or a combination thereof. Effecting any Class A Lender) increase of the Revolving Commitments or addition the making of a new Class A Lender shall become effective Additional Term Loans under this Section unless is subject to the following conditions precedent: (ix) no Default or Unmatured Default has occurred, is then continuing or shall be in existence on the effective date of such increase of Revolving Commitments or making of Additional Term Loans, (y) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the conditions set forth extent any such representation or warranty is stated to relate solely to an earlier date (in Section 4.02 shall be satisfied as though a Borrowing were being made on which case such date and the Administrative Agent representation or warranty shall have received a certificate to that effect dated been true and correct on and as of such date earlier date) and executed by a Financial Officer of except for changes in factual circumstances not prohibited under the BorrowerLoan Documents, and (iiz) the Administrative Agent shall have received (with sufficient copies for an Amendment Regarding Increase by the Borrower, the Administrative Agent and the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the Class A Lenders) documents consistent with those delivered effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Subsidiary Guaranty. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the Restatement Effective Date under clauses date it becomes a Revolving Lender hereunder (cor in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (d) of Section 6 of the Amendment and Restatement Agreement as determined with respect to the corporate power Revolving Lenders’ respective Revolving Commitments and authority of the Borrower to borrow hereunder after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such increase (orother Revolving Lenders, if such documents delivered on the Restatement Effective Date already contemplate an increase in same day funds, an amount at least equal to (A) the portion of the outstanding principal amount of such increaseRevolving Loans to be purchased by such Lender, stating plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2A.6(b) that such documents remain in full force and effect on the date of such increase and have not been annulledrepaid, modified, rescinded or revoked), plus (iiiC) no single Class A Lender or Augmenting Lender shall participate in interest accrued and unpaid to and as of such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to date on such increase the ratio portion of the Collateral Value Amount outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the Secured Obligation Amount (determined on a pro forma basis as if aggregate Commitments and Term Loans exceed $1,600,000,000 without the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00approval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. (a) The BorrowerBorrower may at any time and from time to time, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders) given not earlier than the 60th day following the Effective Date and not later than the third anniversary of the Effective Date, may request that the Class A total Commitments be increased; provided that the aggregate increased by an amount by which the Class A Commitments are increased pursuant to this Section shall not exceed greater than $150,000,000500,000,000. Such notice shall set forth (i) the amount of the requested increase in the total Commitments and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days 45 days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentnotice), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, Commitment by its Applicable Class A Participation Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 20 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, Commitment by all or a portion of the offered amount (each Class A Lender so agreeing being called an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being called a “Non-Increasing Lender”). No Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender. In the event that, on the 10th 20th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, may arrange for one or more banks Lenders or other financial institutions (any such bank Lender or other financial institution referred to in this paragraph (a) being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayedwithheld) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or and its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 paragraph (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Sectionparagraph. (db) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless paragraph (a) above unless, (i) on the effective date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by the President, a Vice-President or a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (cb) and (dc) of Section 6 of the Amendment and Restatement Agreement 4.01 as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase. (c) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to paragraph (ora) above (the “Commitment Increase”), if such documents delivered (i) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase on the Restatement Increase Effective Date already contemplate an increase shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount at least equal to the difference between (A) the product of (1) such Lender’s Participation Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such increase, stating that such documents remain in full force and Lender’s Participation Percentage (calculated without giving effect on to the date Commitment Increase) multiplied by (2) the amount of such increase and have not been annulled, modified, rescinded or revoked)the Initial Loans, (iii) no single Class A Lender or each Augmenting Lender that shall participate not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in such increase in same day funds an amount exceeding $50,000,000equal to the product of (1) such Augmenting Lender’s Participation Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (iv) no Default exists or would exist after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Participation Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender’s Participation Percentage (calculated after giving effect thereto and to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Participation Percentage of each Subsequent Borrowing (calculated after giving effect to such increase the ratio Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00Interest Period relating thereto.

Increase in Commitments. (a) The BorrowerU.S. Borrower may, by written notice to the Administrative AgentAgents from time to time after the Closing Date, may request that the Class A Commitments Total Commitment be increased; provided that increased by an amount not to exceed the aggregate amount Incremental Commitment Amount at such time by which delivering a request to the Class A Commitments are increased pursuant Administrative Agent, who shall deliver a copy thereof to this Section shall not exceed $150,000,000each Lender. Such notice shall set forth (ia) the amount of the requested increase in the Total Commitment (which shall be in minimum increments of U.S.$1,000,000 and a minimum amount of U.S.$5,000,000 or equal to the remaining Incremental Commitment Amount), (b) the amount of the requested increase in the Total U.S. Commitment, the Total Canadian Commitment or both and (iic) the date on which such increase is requested to become effective (which shall not be not less than 10 Business Days or nor more than 60 days after the date of such notice unless otherwise agreed by and which, in any event, must be on or prior to the Borrower and the Administrative AgentMaturity Date), and shall offer each Class A Lender the opportunity to increase its Class A U.S. Commitment or its Canadian Commitment, as applicable and as the case may be, by its Applicable Class A U.S. Pro Rata Percentage or its Canadian Pro Rata Percentage, as applicable and as the case may be, of the proposed increased increase amount. Each such Class A Lender shall, by notice to the Borrower Borrowers and the Administrative Agent Agents given not more than 10 days after the date of the Borrower’s Administrative Agent's notice, either agree to increase its Class A Commitment, Commitment by all or a portion of the offered amount (each Class A Lender so agreeing being an “"Increasing Lender”") or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or being deemed to have declined being a “"Non-Increasing Lender”"). In the event that, on the 10th day after the Borrower Administrative Agent shall have delivered a notice pursuant to the first second sentence of this paragraph, the Class A Lenders shall have declined any increase or agreed pursuant to the preceding sentence to increase their Class A Commitments Commitment by an aggregate amount less than the increase in the total Class A Commitments Total Commitment requested by the U.S. Borrower, the U.S. Borrower may, at its expense, may arrange for one or more banks or other financial institutions entities (any such bank or other financial institution entity referred to in this clause (a) being called an “"Augmenting Lender”" and, together with the Increasing Lenders, the "Incremental Lenders"), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments the Commitment in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent Agents and the Issuing Banks (which approval approvals shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder). Any increase in the total Class A Commitments Total Commitment may be made in an amount which is less than the increase requested by the U.S. Borrower if the U.S. Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On The Borrowers and each Incremental Lender shall execute and deliver to the effective date Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender or its status as a Lender hereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the “Increase Effective Date”extent) necessary to reflect the existence and terms of the Incremental Commitment evidenced thereby. (c) Each of the parties hereto hereby agrees that the Administrative Agents may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Commitment pursuant to this Section 2.23, the outstanding U.S. Loans (if any) are held by the U.S. Lenders in accordance with their new U.S. Pro Rata Percentages and the outstanding Canadian Loans (if any) are held by the Canadian Lenders in accordance with their new Canadian Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agents (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Borrowing, (ii) by causing Non-Increasing Lenders to assign portions of their outstanding Loans to Incremental Lenders, (iii) by permitting the Borrowings outstanding at the time of any increase in the Class A Commitments Total Commitment pursuant to this Section 2.22 (2.23 to remain outstanding until the “Commitment Increase”)last days of the respective Interest Periods therefor, if any Class A Revolving Loans are outstanding, even though the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund Lenders would hold such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably Borrowings other than in accordance with their respective Applicable Class A Percentage new Pro Rata Percentages, or (calculated after giving effect to iv) by any combination of the Class A Commitment Increase); provided that such foregoing. Any prepayment of Class A Revolving Loans pursuant to or assignment described in this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (ic) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrowers pursuant to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless , but otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary premium or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Sectionpenalty. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments Total Commitment (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless 2.23 unless, (i) on the effective date of such increase, the conditions set forth in paragraphs (b), (c) and (d) of Section 4.02 4.01 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, U.S. Borrower and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents legal opinions, board resolutions and an officer's certificate consistent with those delivered on the Restatement Effective Closing Date under clauses (ca)(i) and (dc)(ii)(B) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.004.02.

Increase in Commitments. (a) The BorrowerIf no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing, the Borrower may at any time during the Availability Period request an increase of the Commitments of up to an additional $50,000,000 (the “Additional Commitment”) by written notice to the Administrative AgentAgent in writing of the amount of such proposed increase (such notice, may request that a “Commitment Increase Request”); provided, however, that, in the Class A Commitments be increased; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth event such Commitment Increase Request is approved as described in paragraph (b) below, (i) the minimum amount of the requested any such increase shall be $10,000,000 and (ii) the date on which aggregate amount of the Lenders’ Commitments shall not exceed $200,000,000. (b) Any such Commitment Increase Request shall first be made to the Administrative Agent in its capacity as a Lender. The Administrative Agent, as a Lender, may agree to increase its Commitment or not in its sole discretion and shall notify the Borrower of such determination and, if such request for an increase is requested approved, the portion of the Additional Commitment that will be provided by the Administrative Agent, in its capacity as a Lender, within 30 days of the receipt thereof. (c) In the event the Administrative Agent, in its capacity as a Lender, elects not to become effective increase its Commitment by the full amount of the Additional Commitment, the Borrower may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld, conditioned or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in the remaining portion of the Additional Commitment pursuant to paragraph (d) or (e) below, as applicable, by notifying the Administrative Agent and such proposed lenders of the opportunity to participate in the remaining portion of such unsubscribed portion of the Additional Commitment. (d) Any additional bank or financial institution that the Borrower selects to offer participation in the Additional Commitment shall execute and deliver to the Administrative Agent a New Lender Agreement setting forth its Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and Schedule 2.01 and the definition of Commitment in Section 1.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than 10 Business Days $10,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders or more than 60 days after increasing Lenders. (e) Any Lender that accepts an offer to it by the date of such notice unless otherwise agreed by Borrower to increase its Commitment pursuant to this Section 2.20 shall execute a Commitment Increase Agreement with the Borrower and the Administrative Agent), whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower Schedule 2.01 and the Administrative Agent given not more than 10 days after the date definition of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days in Section 1.01 hereof shall be deemed to have declined be amended to increase its Class A Commitment) (each reflect such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”)increase. In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, Any Commitment Increase Agreement shall be subject to the approval of irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders and increasing Lenders. (which approval f) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall not be unreasonably withheld or delayed) contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and each Augmenting Lender shall execute all such documentation legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably specify request with respect thereto, in each case in form and substance reasonably satisfactory to evidence its Class A the Administrative Agent. Once a New Lender Agreement or Commitment and/or its status as a Class A Lender hereunder. Any increase Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the total Class A Commitments may be made effected by such agreements by appropriate entries in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting LendersRegister. (bg) On If any bank or financial institution becomes a New Lender pursuant to Section 2.20(c) or any Lender’s Commitment is increased pursuant to Section 2.20(d), additional Loans made on or after the effective date effectiveness thereof (the “Increase Effective Re-Allocation Date”) shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of any increase Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the Class A case of ABR Loans, on the date of such increase, and the making of new Loans of the same Type pro rata based on the respective Commitments pursuant in effect on and after such Re-Allocation Date. (h) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Section 2.22 (the “Commitment Increase”Agreement), if any Class A Revolving and interest on and repayments of such Eurodollar Loans are will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding, the Borrower . (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Upon the effectiveness of any Commitment Increase Agreement, which Class A Revolving Loans Section 2.09(b), Schedule 2.01 and other pertinent sections hereof shall be made by automatically and proportionately modified to reflect the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect increased Commitment, the exact figures to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by between the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant , and all references to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00deemed amended mutatis mutandis.

Increase in Commitments. (ai) The BorrowerOnce per calendar year (or more frequently as permitted by Agent) Borrower may, by written notice to the Administrative Agent, may request that the Class A Commitments Total Commitment Amount be increased; increased by an amount not to exceed $125,000,000 in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the aggregate amount time of such request and on the date of any such increase and (B) Borrower shall have delivered to Agent, together with such written notice, a copy of Borrower’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the requested increase in the Total Commitment Amount, which resolutions shall be certified by which the Class A Commitments are increased pursuant Secretary of Borrower as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to this Section shall not exceed $150,000,000each Lender. Such notice Borrower shall set forth (i) in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of $25,000,000 and (iiin such minimum increments in excess thereof as Agent shall permit) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or nor more than 60 days after the date of such notice unless otherwise agreed by request and that, in any event, must be at least 90 days prior to the Borrower and last day of the Administrative AgentCommitment Period), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, Revolving Credit Commitment by its Applicable Class A Commitment Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the BorrowerAgent’s notice, either agree to increase its Class A Commitment, Revolving Credit Commitment by all or a portion of the offered amount (each Class A such Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Revolving Credit Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (Revolving Credit Commitment and each such Class A Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event thatIf, on the 10th day after the Borrower Agent shall have delivered a notice pursuant to the first sentence of this paragraphas set forth above, the Class A Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Revolving Credit Commitments by an aggregate amount less than the increase in the total Class A Commitments Total Commitment Amount requested by the Borrower, the Borrower may, at its expense, may arrange for one or more banks or other financial institutions entities that are acceptable to Agent (any each such bank or other financial institution Person so agreeing being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Revolving Credit Commitment and/or its status as a Class A Lender with a Revolving Credit Commitment hereunder. Any increase in the total Class A Commitments Total Commitment Amount may be made in an amount which that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders, in the full amount. (bii) On Each of the effective date parties hereto agrees that Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Commitment Amount pursuant to this Section, the outstanding Revolving Loans (if any) are held by the “Increase Effective Date”Lenders with Revolving Credit Commitments in accordance with their new Commitment Percentages. This may be accomplished at the discretion of Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Loans; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Loans outstanding at the time of any increase in the Class A Commitments Total Commitment Amount pursuant to this Section 2.22 (2.10(b) to remain outstanding until the “Commitment Increase”)last days of the respective Interest Periods therefor, if any Class A Revolving even though the Lenders would hold such Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably other than in accordance with their respective Applicable Class A Percentage new Commitment Percentages; or (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely z) by ratably increasing the Class A Commitments any combination of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15foregoing. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerCompany may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), may request that the Class A total US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments be increasedincreased by an amount not less than $25,000,000 for any such increase; provided PROVIDED that after giving effect to any such increase the aggregate amount by which sum of the Class A total Commitments are increased pursuant to this Section and the commitments under the 364-Day Credit Agreement shall not exceed $150,000,0001,000,000,000. Such notice shall set forth (i) the amount of the requested increase in the total US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 30 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentnotice), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, Commitment by its Applicable Class A US Tranche Percentage, Swiss Tranche Percentage or Japanese Tranche Percentage, as the case may be, of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower Company and the Administrative Agent given not more than 10 days Business Days after the date of the Borrower’s Company's notice, either agree to increase its Class A Commitment, applicable Commitment by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”"INCREASING LENDER") or decline to increase its Class A applicable Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non"NON-Increasing Lender”INCREASING LENDER"). In the event that, on the 10th day Business Day after the Borrower Company shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the BorrowerCompany, the Borrower may, at its expense, Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”"AUGMENTING LENDER"), which may include any Class A Lender, to extend Class A US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, or increase their existing Class A US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, in an aggregate amount equal to the unsubscribed amount; provided PROVIDED that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayedwithheld) and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A the Commitment of such Augmenting Lender and/or its status as a Class A Lender hereunder. Any increase in the total Class A US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, may be made in an amount which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”"INCREASE EFFECTIVE DATE") of any increase in the Class A total US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments pursuant to this Section 2.22 2.10 (the “Commitment Increase”"COMMITMENT INCREASE"), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A the aggregate principal amount of the US Tranche Revolving Loans, Swiss Tranche Revolving Loans then or Japanese Tranche Revolving Loans, as the case may be, outstanding (including all accrued but unpaid interest thereonthe "INITIAL LOANS") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a US Tranche Lender, Swiss Tranche Lender or Japanese Tranche Lender, as the case may be, prior to the Commitment Increase shall pay to the Administrative Agent or another Agent designated by the Administrative Agent for such purpose in same day funds an amount equal to the difference between (A) the product of (1) such Lender's US Tranche Percentage, Swiss Tranche Percentage or Japanese Tranche Percentage, as the case may be (calculated after giving effect to the Commitment Increase), multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (iiB) maythe product of (1) such Lender's US Tranche Percentage, at its Swiss Tranche Percentage or their optionJapanese Tranche Percentage, fund such prepayment as the case may be (calculated without giving effect to the Commitment Increase), multiplied by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement(2) the amount of the Initial Loans, which Class A Revolving Loans (iii) each Augmenting Lender that shall be made not have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent or another Agent designated by the Class A Lenders ratably Administrative Agent for such purpose in accordance with their respective Applicable Class A same day funds an amount equal to the product of (1) such Augmenting Lender's US Tranche Percentage, Swiss Tranche Percentage or Japanese Tranche Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely ) multiplied by ratably increasing (2) the Class A Commitments amount of the existing Class A LendersSubsequent Borrowings, and (iv) after the Administrative Agent or other Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent or such other Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's US Tranche Percentage, Swiss Tranche Percentage or Japanese Tranche Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender's US Tranche Percentage, Swiss Tranche Percentage or Japanese Tranche Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the applicable Borrowers shall be deemed to have made new Borrowings (the "SUBSEQUENT BORROWINGS") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.04, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its US Tranche Percentage, Swiss Tranche Percentage or Japanese Tranche Percentage, as the case may be, of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the applicable Borrowers shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Eurocurrency Loan or TIBOR Loan shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.152.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 2.10 shall become effective on the date specified in the notice delivered by the Borrower Company pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Sectionabove. (d) Notwithstanding the foregoing, no increase in the total Commitments of any Class A Commitments (or in the Class A any Commitment of any Class A Lender) or addition of a new Class A an Augmenting Lender shall become effective under this Section unless unless, (i) on the effective date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer the chief financial officer of the BorrowerCompany, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (cb) and (dc) of Section 6 of the Amendment and Restatement Agreement 4.01 as to the corporate power and authority of the Borrower applicable Borrowers to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerCompany may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), may request that the Class A total US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments be increasedincreased by an amount not less than $25,000,000 for any such increase; provided that after giving effect to any such increase the aggregate amount by which sum of the Class A total Commitments are increased pursuant to this Section shall not exceed $150,000,000750,000,000. Such notice shall set forth (i) the amount of the requested increase in the total US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 30 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentnotice), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, Commitment by its Applicable Class A US Tranche Percentage, Swiss Tranche Percentage or Japanese Tranche Percentage, as the case may be, of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower Company and the Administrative Agent given not more than 10 days Business Days after the date of the Borrower’s Company's notice, either agree to increase its Class A Commitment, applicable Commitment by all or a portion of the offered amount (each Class A Lender so agreeing being an “"Increasing Lender”") or decline to increase its Class A applicable Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “"Non-Increasing Lender”"). In the event that, on the 10th day Business Day after the Borrower Company shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the BorrowerCompany, the Borrower may, at its expense, Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “"Augmenting Lender”"), which may include any Class A Lender, to extend Class A US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, or increase their existing Class A US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayedwithheld) and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A the Commitment of such Augmenting Lender and/or its status as a Class A Lender hereunder. Any increase in the total Class A US Tranche Commitments, Swiss Tranche Commitments or Japanese Tranche Commitments, as the case may be, may be made in an amount which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The Borrower4. Provided there exists no Default, by written upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may from time to time, subsequent to the Amendment No. 1 Effective Date, request that an increase in the Class A Aggregate Commitments be increasedby an aggregate amount not exceeding $300 million either by having a Lender increase its Commitment then in effect or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the any such request for an increase shall be in a minimum amount of $10 million, except in the requested increase and case of the final request, which may be for the entire remaining amount, (ii) the date on which ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may make a maximum of five such requests, and (iii) such increase may take the form of incremental term loans instead of increasing revolving credit availability hereunder. At the time of sending any such notice in the case of any request for increases in the Commitment of any existing Lender, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to become effective respond (which shall in no event be not less than 10 ten Business Days or more than 60 days after from the date of delivery of such notice unless otherwise agreed by to the Borrower and Lenders). Each Lender shall notify the Administrative Agent), and shall offer each Class A Lender the opportunity Agent within such time period whether or not it agrees to increase its Class A CommitmentCommitment or extend incremental term loans and, if so, whether by an amount equal to, greater than, or less than its Applicable Class A Percentage Pro Rata Share of the proposed increased amountsuch requested increase. Each such Class A Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Class A Commitment) (Commitment or extend incremental term loans hereunder. The Administrative Agent shall notify ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and each such Class A Lender so declining or deemed of the Lenders’ responses to have declined being a “Noneach request made hereunder. ▇▇▇▇▇▇▇-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant ▇▇▇▇▇▇ International may also invite additional Eligible Assignees satisfactory to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayedacting reasonably) to become Lenders pursuant to a joinder agreement in form and each Augmenting Lender shall execute all such documentation as substance reasonably satisfactory to ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lendersand their respective counsel. (ba) On If the Aggregate Commitments are increased in accordance with this Section 2.15 (including by way of extending incremental term loans), the Administrative Agent and ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (for further distribution to each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V 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 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be 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. The Applicable Borrowers shall prepay (or be deemed to have prepaid, pursuant to a reallocation of the Loans) any 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 Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Class A Commitments or nonratable incremental term loan issuances under this Section 2.15; provided that in the case of any Revolving Loans denominated in an Alternative Currency, no such prepayment may be made other than on the last day of the applicable Interest Period for such Loans, unless the Lenders consent thereto. Any incremental term loans extended pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A 2.15 shall rank pari passu with all Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A LendersLoans. The payments made pursuant to clause (i) above in respect making of each Eurodollar Loan shall incremental term loans under this Section 2.15 may be subject to Section 2.15on a non-ratable basis. A Lender may increase its Commitment hereunder on a non-ratable basis. (cb) Increases and new Class A Commitments created pursuant This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary. The parties hereto agree that this Agreement may need to be amended or modified to give effect to any incremental term loan issuance under this Section 2.22 shall become effective on 2.15 (including, without limitation, modifying the date specified definitions of Commitments, Pro Rata Share, and Required Lenders, in the notice delivered by the Borrower pursuant each case, solely to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower extent necessary to include such incremental term loans and any new Lenders in connection therewith in such definitions on a pro rata basis), and that the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender Agent and the Administrative Agent. The Incremental Amendment ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may, without the consent of any other Lendersparty hereto, effect enter into such amendments to this Agreement and the other Loan Documents or modifications as may be they deem necessary or appropriate, in the reasonable opinion . Such amendments or modification shall be effective against all of the Administrative Agent and the Borrower, to effect the provisions of this Sectionparties hereto. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The Borrowera)The Company may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders of the applicable Class), may request that the Class Tranche A Commitments or the Tranche B Commitments be increased; provided that the aggregate amount total Commitments shall not be increased by which more than US$500,000,000 during the Class A Commitments are increased term of this Agreement pursuant to this Section shall not exceed $150,000,000Section. Such notice shall set forth (i) the amount of the requested increase in the total Commitments, the Class to be so increased and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentnotice), and shall offer each Lender of such Class A Lender the opportunity to increase its Commitment of such Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Lender of the applicable Class A Lender shall, by notice to the Borrower Company and the Administrative Agent given not more than 10 days after the date of the BorrowerCompany’s notice, either agree to increase its Commitment of the applicable Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment of the applicable Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each Commitment of such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”Class). In the event that, on the 10th day after the Borrower Company shall have delivered a notice pursuant to the first sentence of this paragraph, the Lenders of the applicable Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments of such Class A Commitments by an aggregate amount less than the increase in the total Commitments of such Class A Commitments requested by the BorrowerCompany, the Borrower may, at its expense, Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Commitments of such Class A Commitments or increase their existing Commitments of such Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender of either Class A Lender hereunder, shall be subject to the approval of the Administrative Agent Agent, each Issuing Bank and each Swingline Lender (which approval shall such approvals not to be unreasonably withheld or delayed) withheld), and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment of such Class A Commitment and/or its status as a Lender of such Class A Lender hereunder. Any increase in the total Commitments of either Class A Commitments may be made in an amount which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerBorrower may, by written notice to the Administrative Agent, may request (each such request, a “Commitment Increase Request”) that the Class A Commitments Total Commitment be increased; provided increased by an amount not to exceed $45,000,000 such that the aggregate amount by which Total Commitment is not more than $175,000,000 after giving effect to all such increases from the Class A Commitments are increased pursuant Amendment No. 3 Effective Date until one year prior to this Section the Facility Termination Date, provided that no Default or Event of Default has occurred and is continuing at the time of such Commitment Increase Request and on the date of any such increase. The Administrative Agent shall not exceed $150,000,000deliver a copy of such Commitment Increase Request to each Lender. Such notice The Borrower shall set forth (i) in such Commitment Increase Request the amount of the requested increase in the Total Commitment (which shall be in a minimum amount of $5,000,000 and (iiin minimum increments thereafter of $5,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 10 20 Business Days or nor more than 60 days after the date of such notice unless otherwise agreed by and that, in any event, must be at least 385 days prior to the Borrower and the Administrative AgentFacility Termination Date), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, Commitment by its Applicable Class A Commitment Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days Business Days after the date of delivery by the Administrative Agent of the Borrower’s noticeCommitment Increase Request, either agree to increase its Class A Commitment, Commitment by all or a portion of the offered amount (each Class A such Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Class A Commitment) (Commitment and each such Class A Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In If at the event thatend of the 10 Business Day period referred to above there are any Non-Increasing Lenders, the Administrative Agent shall offer to each Increasing Lender the opportunity to increase its Commitment by all or a portion of the remaining amount of the requested increase that the Non-Increasing Lenders did not accept and, if such Increasing Lenders offer to increase their Commitments by more than such remaining amount, the Administrative Agent shall allocate such remaining amount among such Increasing Lenders on a pro rata basis based upon each such Lender’s Commitment Percentage. If, on the 10th day 11th Business Day after the Borrower Administrative Agent shall have delivered a notice pursuant copy of a request by the Borrower to the first sentence of this paragraphLenders as set forth above, the Class A Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments Total Commitment so requested by the Borrower, the Borrower may, at its expense, may arrange for one or more banks or other financial institutions entities that are Eligible Assignees, in each case reasonably acceptable to the Administrative Agent (any each such bank or other financial institution person so agreeing being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments commit to making Loans pursuant to a Commitment hereunder in an aggregate amount equal to no less than $5,000,000, and the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A such Augmenting Lender’s Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments Total Commitment may be made in an amount which that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On Each of the effective date (parties hereto agrees that the “Increase Effective Date”) of Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Class A Commitments Total Commitment pursuant to this Section 2.22 (the “Commitment Increase”4.4(b), the outstanding Loans (if any Class A Revolving Loans any) are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made held by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.Commitment

Increase in Commitments. (a) The BorrowerBorrower may on one occasion at any time not later than three months prior to the Maturity Date, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), may request that the Class A total Commitments be increased; provided increased by an amount that will not result in the aggregate total Commitments under this Agreement exceeding $500,000,000 minus the amount by which of any reduction of the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,0002.08. Such notice shall set forth (i) the amount of the requested increase in the total Commitments and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days 30 days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentnotice), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, Commitment by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 30 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, Commitment by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 30 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th 30th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, Administrative Agent may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Borrower and the Administrative Agent (which approval approvals shall not be unreasonably withheld or delayedwithheld) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or and its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 clause (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agentthis paragraph. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless paragraph unless, (i) on the effective date of such increase, the conditions representations and warranties of the Borrower set forth in Section 4.02 this Agreement shall be satisfied as though a Borrowing were being made on such date true and correct and no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (cb) and (dc) of Section 6 of the Amendment and Restatement Agreement 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and (oriii) following any such increase pursuant to this Section, if such documents delivered no Lender shall have a Commitment representing more than 30% of the total Commitments. (b) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to Section 2.05(a) (the “Commitment Increase”), (i) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase on the Restatement Increase Effective Date already contemplate an increase shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount at least equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such increase, stating that such documents remain in full force and Lender’s Applicable Percentage (calculated without giving effect on to the date Commitment Increase) multiplied by (2) the amount of such increase and have not been annulled, modified, rescinded or revoked)the Initial Loans, (iii) no single Class A Lender or each Augmenting Lender that shall participate not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in such increase in same day funds an amount exceeding $50,000,000equal to the product of (1) such Augmenting Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) no Default exists or would exist after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated after giving effect thereto and to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to such increase the ratio Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00Interest Period relating thereto.

Increase in Commitments. (a) The BorrowerProvided there exists no Default or Event of Default and prior to the date thereof the Borrower has not made any voluntary reduction of the Aggregate Revolving Credit Commitments, by written upon not less than five Business Days' prior notice to the Administrative AgentAgent (which shall promptly notify the Lenders), may request that the Class A Borrower may, on a one-time basis on any Business Day after the Effective Date, increase the Aggregate Commitments be increased; by a principal amount not exceeding the Maximum Increase Amount, provided that the aggregate such increase with respect to any Facility must be made in a minimum amount by which the Class A Commitments are increased pursuant to this Section shall not exceed of $150,000,0005,000,000 or integral multiples of $1,000,000 in excess thereof. Such notice shall set forth indicate (i) the amount of the requested increase and such increase, (ii) the date on which whether such increase is requested to become effective be to the Revolving Credit Facility, the Term Loan A Facility, the Term Loan B Facility, or a specified combination thereof (which shall be not less than 10 Business Days or and if to more than 60 days after one Facility, the amount of the aggregate increase to be allocated to each such Facility), (iii) the identity of those Persons, each of whom meets the definition of an Eligible Assignee (the Borrower's approval being deemed given by inclusion of such Person in such notice), who will be accepting the increase in the Aggregate Commitments (the "Increase Lenders"), (iv) the Facility and the amount of each such Person's commitment, and (v) the proposed effective date of such notice unless otherwise agreed by increase (all of which must occur on the same date, the "Increase Effective Date"). The Borrower and may, but is not required to, offer the Administrative Agent), and shall offer each Class A Lender the existing Lenders an opportunity to commit to any such increase, it being understood that no existing Lender will have any obligation to commit to any such increase. In the event that the aggregate commitments from the Increase Lenders exceed either the aggregate proposed increase its Class A Commitment, by its Applicable Class A Percentage of or the proposed increased amount. Each such Class A Lender shallincrease for any Facility, by notice to the Borrower and the Administrative Agent given will mutually determine the identity of those Persons who will become Increase Lenders and the final allocation to each of them. Each Increase Lender that is not more than 10 days after a Lender hereunder prior to such time will become a Lender hereunder pursuant to a joinder agreement in form and substance satisfactory to the date Administrative Agent and its counsel. The Credit Extension of any increase in the Term Loan A Facility or the Term Loan B Facility hereunder will be made in a manner, and upon the satisfaction of conditions, reasonably similar to those required for the Credit Extension of the Term Loan B Facility with appropriate adjustments, determined by the Administrative Agent in its reasonable judgment. (b) As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower’s notice, either agree certifying that, before and after giving effect to increase its Class A Commitmentsuch increase, by all or a portion (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the offered amount 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 2.15, the representations and warranties contained in subsections (each Class A Lender so agreeing being an “Increasing Lender”a) or decline to increase its Class A Commitment and (and any such Class A Lender that does not deliver such a notice within such period b) of 10 days Section 5.05 shall be deemed to have declined refer to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default or Event of Default exists or would result from such increase (giving pro forma effect thereto). (c) Upon the first sentence exercise of this paragraphSection 2.15, and as conditions to the Class A Lenders shall have agreed effectiveness thereof, (i) each Increase Lender will make those representations and warranties made by an Eligible Assignee in connection with an assignment pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase Section 10.07, in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal a manner acceptable to the unsubscribed amount; provided that Administrative Agent, (ii) each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to Guarantor will reaffirm its obligations under the approval applicable Guaranty in connection with the increased principal amount of the Administrative Agent applicable Facilities, and (which approval shall not iii) the amortization of the Term Loan A Facility pursuant to Section 2.08 will be unreasonably withheld or delayed) and adjusted as necessary to provide at each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as date set forth therein for a Class A Lender hereunder. Any increase in the total Class A Commitments may be made payment of principal in an amount which is less than a percentage of the Outstanding Amount of the Term Loan A after its increase requested as provided in this Section 2.15 that is equal to the ratio determined by the Borrower if the Borrower is unable to arrange forpayment set forth opposite such date as of September 2, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect 2003 to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments Outstanding Amount of the existing Class Term Loan A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the BorrowerSeptember 2, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section2003. (d) Notwithstanding In the foregoing, no event that any amount of the increase in the total Class A Aggregate Commitments is to be to the Term Loan B Facility (or the "TLB Increase Amount"), the Applicable Margin for Eurodollar Rate Segments and Base Rate Segments of the TLB Increase Amount shall be equivalent to the Applicable Margin then applicable to Eurodollar Rate Segments and Base Rate Segments of the then existing Term Loan B; provided, however, in the Class A Commitment event the Applicable Margin required successfully to arrange the TLB Increase Amount (the "TLB Increase Amount Applicable Margin") is greater than the Applicable Margin then applicable to the Term Loan B, then the Applicable Margin with respect to the entire Term Loan B, including the TLB Increase Amount, shall be increased to equal the TLB Increase Amount Applicable Margin effective as of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increasethe TLB Increase Amount; provided further that if the TLB Increase Amount is issued at a discount or with payment of fees, the conditions set forth in Section 4.02 Term Loan B Lenders of the then existing Term Loan B shall be satisfied as though a Borrowing were being made on such date and compensated in an economically equivalent manner. It is understood that any increase in the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as Applicable Margin pursuant to the corporate power first proviso in the preceding sentence and authority of the Borrower any compensation to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase be made in an amount at least equal connection with a discount or fee paid with respect to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender TLB Increase Amount shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount only apply to the Secured Obligation Amount Term Loan B Facility on and after the Increase Effective Date. (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal e) This Section 2.15 shall supersede any provisions in Sections 2.14 or 10.01 to the total Commitments) shall be at least 1.75:1.00contrary.

Increase in Commitments. (a) The BorrowerPrior to the Revolving Termination Date, Borrower may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy of each to the Lenders), may request that the Class A Commitments Commitment be increasedincreased by an amount not less than $10,000,000 for any such increase; provided (i) that such request for increase may be given only once during the aggregate term hereof and (ii) that after giving effect to any such increase the sum of the Commitment and the commitments under the Multi- Year Revolving Agreement shall not exceed $200,000,000 minus any amount by which the Class A Commitments are increased Commitment and the commitments under the Multi-Year Revolving Agreement shall have been reduced pursuant to this Section shall not exceed $150,000,000SECTION 2.2 and SECTION 2.3 of the Multi-Year Revolving Agreement. Such notice shall set forth (i) the amount of the requested increase in the Commitment and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days 45 days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentnotice), and shall at Borrower's option, may offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more existing Lenders and/or other banks or other financial institutions (any such Lender or other bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Class A Lender, "AUGMENTING LENDER") the opportunity to extend Class A Commitments credit hereunder or increase their existing Class A Commitments Committed Sums in an aggregate amount equal to the unsubscribed amountproposed increase; provided that no Lender shall be obligated to agree to increase its Committed Sum; and provided further that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayedwithheld) and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its Percentage and status as a Class A Lender hereunder. Any increase in the total Class A Commitments Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, for Augmenting LendersLenders with sufficient Committed Sums. (b) On the effective date (the “Increase Effective Date”"INCREASE EFFECTIVE DATE") of any increase in the Class A Commitments Commitment pursuant to this Section 2.22 SECTION 2.3 (the “Commitment Increase”"COMMITMENT INCREASE"), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then the aggregate principal amount of the Borrowings outstanding (including all accrued but unpaid interest thereonthe "INITIAL LOANS") and immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) may, at its or their option, fund each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Lender's Commitment Percentage (calculated after giving effect to the Class A Commitment Increase); provided ) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Commitment Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A have been a Lender prior to the Commitment Increase is effected entirely shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Commitment Percentage (calculated after giving effect to the Commitment Increase) multiplied by ratably increasing (2) the Class A Commitments amount of the existing Class A LendersSubsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender whose Committed Sum is not being increased (a "NON-INCREASING LENDER") the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Commitment Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing NBPLP CREDIT AGREEMENT Lender's Commitment Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "SUBSEQUENT BORROWINGS") in an aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with SECTION 2.4, (vi) each Non-Increasing Lender and each Augmenting Lender shall be deemed to hold its Commitment Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Augmenting Lender that shall have been a Lender prior to the Commitment Increase and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15indemnification by Borrower pursuant to the provisions of SECTION 4.5 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 SECTION 2.3 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Sectionabove. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless unless, (i) on the effective date of such increase, the conditions set forth in Section 4.02 SECTIONS 7.1 and 7.2 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerResponsible Officer, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) SECTIONS 7.1 and (d) of Section 6 of the Amendment and Restatement Agreement 7.2 as to the corporate partnership power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerCompany shall have the right at any time (provided, that such right may not be exercised by written notice the Company more than twice after the Closing Date, and each such exercised increase shall be in an amount not less than $25,000,000) to increase the Administrative AgentTotal Commitment hereunder by an aggregate amount, may request that the Class A Commitments be increased; provided that the aggregate amount by which the Class A Commitments are increased for all exercises pursuant to this Section shall not exceed 2.05, which is less than or equal to $150,000,000. Such notice shall set forth 100,000,000 by (i) the amount of the requested requesting (which request may be agreed to or declined by such Lender in its sole discretion) that one or more Lenders increase and its respective Revolving Credit Commitment or (ii) the date on which such increase is requested adding to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for Agreement one or more banks or other financial institutions (any as a Lender; provided, however, that each such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to approved by the approval of Company and the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as withheld). For the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower avoidance of doubt, if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made Company’s request pursuant to clause (i) above is declined by such Lender, such request shall not be considered an exercise of the Company’s right for purposes of the first proviso in respect of each Eurodollar Loan the preceding sentence. An increase in the Total Commitment shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective effectuated pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each agreement with an Increasing Lender or Additional Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriateapplicable, in form and substance satisfactory to the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date Company and the Administrative Agent pursuant to which (x) in the case of an Additional Lender, such Additional Lender shall have received undertake a certificate to that effect dated such date and executed by a Financial Officer of the BorrowerRevolving Credit Commitment, (ii) the Administrative Agent which Revolving Credit Commitment shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase be in an amount at least equal to $10,000,000 or an integral multiple of $500,000 in excess thereof, (y) in the case of an Increasing Lender, such Increasing Lender shall increase its Revolving Credit Commitment, which increase in its Revolving Credit Commitment shall be at least equal to $1,000,000 or an integral multiple of $500,000 in excess thereof, and (z) in the case of any Additional Lender, such Additional Lender shall agree to be bound as a Lender under the terms and conditions of this Agreement and the other Loan Documents. Upon the effectiveness of any such agreement and its acknowledgement by the Company and the Administrative Agent (the date of any such effectiveness and acknowledgement, an “Increased Commitment Date”), such Additional Lender shall thereupon become a “Lender” for all purposes of this Agreement with a Revolving Credit Commitment in the amount set forth in such agreement or, as applicable, the Revolving Credit Commitment of such Increasing Lender shall be increased in the amount set forth in such agreement, and this Agreement (including the signature page of such Increasing Lender) shall be deemed amended to the extent, but only to the extent, necessary to reflect the addition of such Additional Lender or the increased Revolving Credit Commitment of such Increasing Lender, the resulting adjustment of the Revolving Credit Commitments arising therefrom and the adjustments described in Section 2.05(d) hereof. (b) Any increase in the Total Commitment pursuant to Section 2.05(a) hereof shall not be effective unless: (i) the Company shall have given the Administrative Agent notice (which notice shall be promptly forwarded by the Administrative Agent to each Lender) of such desired increase at least fifteen (15) Business Days (or such shorter period as the Administrative Agent may agree to in the given instance) prior to any such proposed 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; and (iii) the representations and warranties of the Company in Article IV hereof shall be true and correct in all material respects on and as of the date of the notice referred to in clause (i) and on and as of the applicable Increased Commitment Date with the same effect as if made on and as of such notice date or Increased Commitment Date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date). Each notice given by the Company pursuant to Section 2.05(b)(i) hereof shall constitute a representation and warranty by the Company hereunder, as of the date of each such notice and as of each Increased Commitment Date, and after giving effect to the increase in the Total Commitment effective thereon, that the conditions in this Section 2.05(b) are satisfied. (c) Effective on each Increased Commitment Date, (i) the amount of such increaseeach Lender’s risk participation in all outstanding Letters of Credit shall be deemed to be automatically increased or decreased, stating that such documents remain in full force and effect on the date of such increase and have not been annulledas applicable, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate to reflect any changes in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist Lender’s Commitment Proportion after giving effect thereto to the increase in the Total Commitment effective thereon, and (vii) the amount of the Revolving Credit Loans then outstanding and held by each Lender shall be adjusted to reflect any such changes in such Lender’s Commitment Proportion. Each Lender having Revolving Credit Loans then outstanding and whose Commitment Proportion has been decreased as a result of the increase in the Total Commitment shall be deemed to have assigned, without recourse, such portion of such Revolving Credit Loans as shall be necessary to effectuate such adjustment to the Additional Lenders and Increasing Lenders (and each such assignment shall be deemed a prepayment for purposes of Section 3.08 hereof). Each Additional Lender and Increasing Lender shall (x) be deemed to have assumed such portion of such Revolving Credit Loans and (y) fund on the Increased Commitment Date, such assumed amounts to the Agent for the account of the assigning Lender in accordance with the provisions hereof. (d) The Administrative Agent shall promptly notify the Lenders and the Company of any increase in the Total Commitment under this Section 2.05 and of each Lender’s Commitment Proportion after giving effect to any such increase. (e) Upon the effectiveness of any increase in the Total Commitment in accordance with this Section 2.05, the Company agrees to execute Revolving Credit Notes in favor of each Additional Lender and each Increasing Lender upon the request of such Lender to evidence such Lender’s Revolving Credit Commitment after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on Total Commitment and to execute such other documents as the Administrative Agent shall deem necessary and appropriate to give effect to this Section 2.05; provided, that any Increasing Lender who has requested a pro forma basis as if the Aggregate new Revolving Credit Exposure were Note in an amount equal to the total Commitments) its increased Revolving Credit Commitment shall be at least 1.75:1.00have returned for cancellation any other Revolving Credit Notes previously issued to it under this Agreement.

Increase in Commitments. (a) The Borrower, Borrower may by written notice to Administrative Agent elect to request, prior to the Administrative AgentMaturity Date, may request that an increase to the Class A existing Commitments be increased; provided that (any such increase, the aggregate "New Commitments") by an amount by which not in excess of U.S.$85,000,000 in the Class A aggregate. Such New Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth be less than U.S.$10,000,000 individually (i) the or such lesser amount of the requested increase and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed approved by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage be in integral multiples of the proposed increased U.S.$1,000,000 in excess of that amount. Each such Class A Lender shallnotice shall specify (A) the date (each, by notice to an "Increased Amount Date") on which the Borrower and proposes that the Administrative Agent given New Commitments shall be effective, which shall be a date not more less than 10 days (10) Business Days after the date on which such notice is delivered to Administrative Agent, and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a "New Lender") to whom the Borrower’s notice, either agree Borrower proposes any portion of such New Commitments be allocated and the amounts of such allocations; provided any Lender approached to increase its Class A Commitment, by provide all or a portion of the offered amount (each Class A New Commitments, may elect or decline, in its sole discretion, to provide a New Commitment; provided, further, that any New Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed acceptable to have declined the Administrative Agent. Such New Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date immediately prior to increase its Class A Commitmentor after giving effect to such New Commitments; (2) both immediately prior to and after giving effect to such New Commitments each of the conditions set forth in Section 4.02 shall be satisfied; (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after 3) the Borrower shall have delivered a notice be in compliance with the financial covenants set forth in Section 7.11 both as of the last day of the most recently ended fiscal quarter and immediately after giving effect to such New Commitments; (4) the New Commitments shall be effected pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase one or more joinder agreements substantially in the total Class A Commitments requested form of Exhibit G (a "Joinder Agreement") executed and delivered by the Borrower, the Borrower mayNew Lender and Administrative Agent, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), and each of which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments shall be recorded in an aggregate amount equal to the unsubscribed amount; provided that Register and each Augmenting Lender, if not already a Class A New Lender hereunder, shall be subject to the approval requirements set forth in Section 3.01; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents of the type specified in Section 4.01 reasonably requested by Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all in connection with any such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting LendersNew Commitment. (b) On any Increased Amount Date on which New Commitments are effected, subject to the effective date satisfaction of the foregoing terms and conditions, (a) each of the “Increase Effective Date”) Lenders shall assign to each of any increase the New Lenders, and each of the New Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), such interest in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund on such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans Increased Amount Date as shall be made necessary in order that, after giving effect to all such assignments and purchases, such Loans will be held by the Class A existing Lenders and New Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated Commitments after giving effect to the Class A addition of such New Commitments to the Commitments, (b) each New Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject deemed for all purposes a Commitment and each Loan made thereunder (a "New Loan") shall be deemed, for all purposes, a Loan and (c) each New Lender shall become a Lender with respect to Section 2.15the New Commitment and all matters relating thereto. (c) Increases The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower's notice of each Increased Amount Date and new Class A in respect thereof (x) the New Commitments created pursuant and the New Lenders, and (y) the respective interests in such Lender's Loans, in each case subject to the assignments contemplated by this Section 2.22 2.14. The terms and provisions of the New Loans shall become effective on the date specified in the notice delivered by the Borrower pursuant be identical to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative AgentLoans. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Each Joinder Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerAgent, to effect the provisions of this SectionSection 2.13. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerBorrower may at any time or from time to time after the Effective Date, by written notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (x) one or more new commitments which may request that be of the same Class A as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Term Loans”), or (y) one or more increases in the amount of the Revolving Commitments be increased; (each such increase, a “Revolving Commitment Increase”, together with any Incremental Term Loans, referred to herein as an “Incremental Facility”), provided that (i) at the aggregate amount time of each such request and upon the effectiveness of each Incremental Facility, (x) no Default or Event of Default has occurred and is continuing or would result therefrom (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, (A) no Event of Default shall be continuing at the time of execution of the applicable contract or agreement for such acquisition and (B) no Event of Default under Sections 7.01(a), (b), (h) or (i) shall be continuing at the time of making such acquisition)) and (y) the condition in Section 4.02(b) shall be satisfied (except, notwithstanding the requirements of Section 4.02, at the option of the Borrower in connection with an acquisition, in lieu of such condition, such representations shall be limited to the Specified Representations (as defined in the Existing Credit Agreement, which shall be conformed as reasonably necessary for such acquisition to provide for certainty of funding in connection with such transaction) ), (ii) no Lender shall be obligated to provide an Incremental Facility as a result of any such request by which the Class A Commitments are increased Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Facility and executed and delivered to the Administrative Agent and the Borrower an Incremental Facility Agreement as provided in clause (c) of this Section 2.23, such Lender shall not be obligated to fund any Incremental Facility, (iii) any Lender may so provide an Incremental Facility without the consent of any other Lender, (iv) Incremental Facilities shall be denominated in dollars, (v) the Incremental Loan Commitment Requirements shall have been satisfied, and (vi) the provision of Incremental Facilities pursuant to this Section 2.23 on a given date pursuant to a particular Incremental Facility Agreement shall be in a minimum aggregate amount of $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Facilities shall not exceed $150,000,000. Such notice shall set forth the sum of (the “Incremental Cap”): (i) the amount of the requested increase and $75,000,000 plus (ii) an amount so long as, in the date case of this clause (ii), the First Lien Net Leverage Ratio would not exceed 0.25:1.00 below the First Lien Net Leverage Ratio on which the First Amendment Effective Date, calculated at the time of incurrence on a pro forma basis after giving effect thereto and the application of the proceeds thereof, and assuming any such increase Incremental Facility is requested to become effective secured on a first lien basis, whether or not so secured (which shall be not less than 10 Business Days or more than 60 days after and, in the date case of any Revolving Commitment Increase, assuming a full drawing of such notice unless otherwise Revolving Commitment Increase). The amount of such Incremental Facility together with any Incremental Equivalent Debt shall not exceed the Incremental Cap. (b) The Incremental Term Loans (i) shall rank pari passu in right of payment and pari passu or junior (subject to an intercreditor agreement reasonably satisfactory in form and substance to the Administrative Agent) with respect to security with the existing Term Loans, shall not be guaranteed by any Person that has not guaranteed the existing Term Loans and shall not be secured by assets other than Collateral; (ii) shall mature on such date and amortize on such schedule as each may be agreed by the Borrower and the Administrative AgentLenders providing such Incremental Term Loan, provided that, as of the date of incurrence, no Incremental Term Loan shall mature earlier than the Term Maturity Date and, as of the date of incurrence, each Incremental Term Loan shall have a Weighted Average Life to Maturity that is no shorter than the then remaining Weighted Average Life to Maturity of the existing Term Loans; (iii) except with respect to the applicable interest rate (subject to clause (e) below) and as set forth in this clause (b), shall be on terms and shall offer each Class A Lender the opportunity pursuant to increase its Class A Commitment, documentation determined by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Additional Lenders providing the Incremental Term Loans, (iv) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except in respect of any voluntary prepayments of any Class of Loans with an earlier maturity date than any other Class of Loans)) in any voluntary or mandatory prepayments of Loans hereunder; and (v) may include any Previously Absent Financial Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Covenant for the benefit of each Class (provided, however, that if (x) the documentation governing any Incremental Facility that includes a Previously Absent Financial Covenant in respect of and for the benefit of an Incremental Revolving Commitment only and (y) such Previously Absent Financial Covenant is a “springing” financial maintenance covenant solely for the benefit of a Class of Revolving Loans (and not more than 10 days any Class of Term Loans), the Previously Absent Financial Covenant shall only be required to be included in this Agreement for the benefit of Revolving Loans); provided that (x) the terms and conditions applicable to the Incremental Loans may also include any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof so long as such additional covenants or other provisions are applicable only during periods after the latest Maturity Date for the Term Loans in effect on the date the Incremental Loans are issued, incurred or obtained or the date on which all non-refinanced Obligations are paid in full and (y) to the extent such terms and documentation are not consistent with the existing Term Loans (except with respect to the applicable interest rate, upfront fees, original issue discount or similar fees and as otherwise set forth in this paragraph), such terms and documentation shall be reasonably satisfactory to the Administrative Agent; provided, further, that (x) any Incremental Term Loans that rank pari passu in right of security and are issued pursuant to an agreement other than this Agreement shall be in the form of notes and not loans and (y) to the extent such Incremental Term Loans rank junior with respect to security with the existing Term Loans, such Incremental Term Loans shall be subject to an intercreditor arrangement reasonably satisfactory to the Administrative Agent. (c) Each notice from the Borrower pursuant to this Section 2.23 shall set forth the requested amount and proposed terms of the Borrower’s noticerelevant Incremental Facility. Incremental Term Loans may be made, either agree to increase its Class A Commitmentand Revolving Commitment Increases may be provided, by all any existing Lender or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and by any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks other bank or other financial institutions institution (any such other bank or other financial institution being called an “Augmenting Additional Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative AgentAgent and, in the case of a Revolving Commitment Increase, the Issuing Bank and each Swingline Lender shall have consented (such consents not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases, as applicable. A Commitment Increase Commitments in respect of Incremental Facilities shall become effective pursuant to an amendment (the an “Incremental AmendmentFacility Agreement”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Increasing Lender agreeing to provide such Incremental Facilities, if any, each Additional Lender, each Augmenting Lender if any, and the Administrative AgentAgent (such consent not to be unreasonably withheld, conditioned or delayed). The Incremental Amendment Facility Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, Borrower to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment Section 2.22. The effectiveness of any Class A Lender) or addition of a new Class A Lender Incremental Facility Agreement shall become effective under this Section unless (i) be subject to the satisfaction on the effective date thereof (each, an “Incremental Facility Effective Date”) of such increase, each of the conditions set forth in Section 4.02 (other than as set forth in clause (a) of this Section 2.23) and such other conditions as the parties thereto shall agree. (d) The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be satisfied as though obligated to provide any Incremental Facility, unless it so agrees in writing. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.23, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a Borrowing were being made portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Credit Commitment. In addition, (x) each of the Revolving Credit Lenders immediately prior to such increase shall assign to each Revolving Commitment Increase Lender and each of the Incremental Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Incremental Revolving Loans outstanding on such Incremental Facility Agreement closing date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Credit Lenders and Revolving Commitment Increase Lender ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Revolving Commitment Increases, (y) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and (z) each Incremental Revolving Credit Lender shall become a Lender with respect to the Incremental Revolving Credit Commitments and all matters relating thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately two preceding sentences so long as the Revolving Lenders and Term Lenders do not receive less than pro rata treatment. (e) The All-In Yield applicable to the Incremental Facility, that is secured on a pari passu basis with the Obligations, shall be determined by the Borrower and the applicable lenders and shall be set forth in each applicable Incremental Facility Agreement; provided, however, that (A) with respect to any Incremental Facility, the All-In Yield applicable to such Incremental Facility shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Loans existing at such time plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Adjusted LIBO Rate floor or Alternate Base Rate floor) with respect to such Loans is increased so as to cause the then applicable All-In Yield under this Agreement on such Loans to equal the All-In Yield then applicable to the Incremental Facility minus 50 basis points; provided that any increase in All-In Yield to any Loan due to the application or imposition of a Adjusted LIBO Rate floor or Alternate Base Rate floor on any Incremental Facility shall be effected solely through an increase in (or implementation of, as applicable) of a Adjusted LIBO Rate floor or Alternate Base Rate floor for such Loan. For the avoidance of doubt this clause (e) shall not apply to Incremental Equivalent Debt incurred in compliance with clause (f) below. (f) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time after the Effective Date, issue, incur or otherwise obtain Indebtedness of the Borrower (and any refinancing thereof) in respect of one or more series of senior or subordinated notes (which may be unsecured or secured on a pari passu or junior lien basis with the Obligations under the initial Loans), in each case issued in a public offering, Rule 144A or other private placement or bridge in lieu of the foregoing, or senior or subordinated mezzanine Indebtedness (which may be in the form of loans or notes and limited to being unsecured or secured solely on a junior lien basis), in each case, that are issued or made in lieu of Incremental Facility (the “Incremental Equivalent Debt”); provided that (i) if such Incremental Equivalent Debt is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of any Loan Party or any Restricted Subsidiary other than any asset constituting Collateral and such Incremental Equivalent Debt shall not be subject to any guarantee by any Person other than the Loan Guarantors, (ii) if such Incremental Equivalent Debt is (x) secured on a pari passu or junior basis with the Obligations under the initial Loans, then such Incremental Equivalent Debt shall be subject to an intercreditor agreement that is reasonably satisfactory, in form and substance, to the Administrative Agent and the Borrower or (y) unsecured and subordinated to the Obligations, then such Incremental Equivalent Debt shall have received be subject to a certificate lien subordination and intercreditor arrangement reasonably satisfactory, in form and substance, to that effect dated such date the Administrative Agent and executed by a Financial Officer of the Borrower, (iiiii) the Administrative Agent such Incremental Equivalent Debt (A) shall have received a final maturity date which is no earlier than ninety-one (with sufficient copies for each 91) days after the Latest Maturity Date then existing and (B) shall not have a Weighted Average Life to Maturity which is shorter than the Weighted Average Life to Maturity of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000then existing Term Loans, (iv) no Default exists such Incremental Equivalent Debt shall not be subject to any mandatory redemption or would exist prepayment provisions or rights (except to the extent any such mandatory redemption or prepayment is required to be applied first or pro rata to the Loans and any first lien secured incremental notes required to be secured on a first lien basis and except with respect to customary “AHYDO catch-up payments”, customary offers to repurchase and prepayment events upon a change of control and a customary acceleration right after giving effect thereto and an event of default), (v) except as otherwise set forth in this clause (f), such Incremental Equivalent Debt shall have covenants and defaults no more restrictive (excluding pricing and optional prepayment or redemption terms), when taken as a whole, than those with respect to the initial Loans (except for covenants or other provisions applicable only to periods after giving effect to such increase the ratio Latest Maturity Date of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total CommitmentsLoan) and such terms and conditions shall be at least 1.75:1.00.current market t

Increase in Commitments. (a) The Borrower, by written notice to the Administrative Agent, may request that the Class A Commitments be increased; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the amount of the requested increase and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a the right exercisable 5 times, upon at least 10 Business Days’ notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerLenders, to effect request (i) increases in the provisions Revolving Commitments or (ii) the making of this Section. additional Term Loans (dthe “Additional Term Loans”) Notwithstanding by up to $750,000,000 to a maximum aggregate amount not to exceed $1,600,000,000 (reduced to the foregoingextent Borrower has terminated or reduced the Revolving Commitments) by either adding new lenders as Lenders (subject to the Administrative Agent’s prior written approval of the identity of any such new lender if it is not an Eligible Assignee) or obtaining the agreement, no which shall be at such Lender’s or Lenders’ sole discretion, of one or more of the then current Lenders to increase its or their Revolving Commitments or to make Additional Term Loans. Each such increase in the total Class A Commitments (or the making of Additional Term Loans must be an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. Such increases may be increases in Revolving Commitments or the Class A Commitment making of Additional Term Loans or a combination thereof. Effecting any Class A Lender) increase of the Revolving Commitments or addition the making of a new Class A Lender shall become effective Additional Term Loans under this Section unless is subject to the following conditions precedent: (ix) no Default or Unmatured Default has occurred, is then continuing or shall be in existence on the effective date of such increase of Revolving Commitments or making of Additional Term Loans, (y) the representations and warranties (subject in all cases to all materiality qualifiers and other exceptions in such representations and warranties) contained in Article V shall be true and correct as of the effective date of such increase, except to the conditions set forth extent any such representation or warranty is stated to relate solely to an earlier date (in Section 4.02 shall be satisfied as though a Borrowing were being made on which case such date and the Administrative Agent representation or warranty shall have received a certificate to that effect dated been true and correct on and as of such date earlier date) and executed by a Financial Officer of except for changes in factual circumstances not prohibited under the BorrowerLoan Documents, and (iiz) the Administrative Agent shall have received (with sufficient copies for an Amendment Regarding Increase by the Borrower, the Administrative Agent and the new lender or existing Lender providing such increase of Revolving Commitments or Additional Term Loans, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof and all documentation and opinions as the Administrative Agent may reasonably request, in form and substance satisfactory to the Administrative Agent. In no event will any existing Lender be obligated to provide any portion of any such increase of Revolving Commitments or making of Additional Term Loans unless such Lender shall specifically agree in writing to provide such increase of Revolving Commitments or making of Additional Term Loans at such time. On the Class A Lenders) documents consistent with those delivered effective date of any such increase of Revolving Commitments or making of Additional Term Loans, Borrower shall pay to the institutions arranging such increases such fees as may be agreed to by such institutions and the Borrower and to each new lender or then-current Lender providing such increase of Revolving Commitments or making Additional Term Loans the up-front fee agreed to between Borrower and such party. In addition, the Parent and the Subsidiary Guarantors, if any, shall execute a consent to such increase of Revolving Commitments or making of Additional Term Loans ratifying and continuing their obligations under the Springing Guaranty and the Subsidiary Guaranty, respectively. If a Person becomes a new Lender having a Revolving Commitment under this Agreement, or if any existing Revolving Lender is increasing its Revolving Commitment, such Lender shall on the Restatement Effective Date under clauses date it becomes a Revolving Lender hereunder (cor in the case of an existing Revolving Lender, increases its Revolving Commitment) (and as a condition thereto) purchase from the other Revolving Lenders its Revolving Percentage (d) of Section 6 of the Amendment and Restatement Agreement as determined with respect to the corporate power Revolving Lenders’ respective Revolving Commitments and authority of the Borrower to borrow hereunder after giving effect to the increase of Revolving Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such increase (orother Revolving Lenders, if such documents delivered on the Restatement Effective Date already contemplate an increase in same day funds, an amount at least equal to (A) the portion of the outstanding principal amount of such increaseRevolving Loans to be purchased by such Lender, stating plus (B) the aggregate amount of payments previously made by the other Revolving Lenders under Section 2A.6(b) that such documents remain in full force and effect on the date of such increase and have not been annulledrepaid, modified, rescinded or revoked), plus (iiiC) no single Class A Lender or Augmenting Lender shall participate in interest accrued and unpaid to and as of such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to date on such increase the ratio portion of the Collateral Value Amount outstanding principal amount of such Revolving Loans. The Lenders agree to cooperate in any required sale and purchase of outstanding Revolving Advances to achieve such result. In no event shall the Secured Obligation Amount (determined on a pro forma basis as if aggregate Commitments and Term Loans exceed $1,600,000,000 without the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00approval of all Lenders which are not then Defaulting Lenders.

Increase in Commitments. (a) The BorrowerCompany may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), may request that the Class A total Commitments be increasedincreased by an amount not less than $25,000,000 for any such increase; provided that after giving effect to any such increase the aggregate sum of the total Commitments shall not exceed $750,000,000 minus any amount by which the Class A Commitments are increased shall have been reduced pursuant to this Section shall not exceed $150,000,0002.09. Such notice shall set forth (i) the amount of the requested increase in the total Commitments and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amounteffective. Each such Class A Lender shall, by notice to the Borrower Company and the Administrative Agent given not more than 10 days after the date of the Borrower’s noticeAgent, either agree to increase its Class A Commitment, by all or a portion of the offered amount Commitment (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, The Company may also arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amountCommitments; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayedwithheld) and the Company and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting LendersCompany. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerIf at any time the Commitments shall be less than $500,000,000, the Borrower may, by written notice request to the Administrative Agent, may request that the Class A Lenders increase the Commitments be increased; provided that hereunder in such amount that, when added together with the aggregate amount by which the Class A Commitments are increased pursuant to this Section then-outstanding Commitments, shall not exceed $150,000,000. Such notice 500,000,000, which amount shall set forth be an integral multiple of $10,000,000; provided that, on and as of the Increase Date (as defined below), (i) if the amount aggregate commitments under the Other Credit Agreement are less than $500,000,000, then such aggregate commitments shall be increased accordingly to preserve the ratio of the requested increase aggregate commitments under the Other Credit Agreement to the sum of (A) the Commitments hereunder plus (B) the aggregate commitments under the Other Credit Agreement, and (ii) the no Event of Default or Unmatured Default has occurred and is continuing. Such increase shall be effective as of a date on which such increase is requested to become effective (which shall be any Business Day occurring not less than 10 Business Days or more than 60 25 days after the date of such notice (unless otherwise agreed to by the Borrower and the Administrative Agent) nor more than 30 days from the date of such written request (such date herein referred to as the "Increase Date"), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage . Upon receipt of the proposed increased amount. Each written notice of such Class A Lender shall, by notice to the Borrower and request from the Administrative Agent given not more Agent, each Lender shall have the opportunity, in its sole discretion, no later than 10 20 days after the date of on which the Borrower’s notice's request shall have been received by the Administrative Agent, either agree to commit to increase its Class A Commitment, Commitment by all or a portion of written notice to the offered Administrative Agent setting forth the amount (each Class A by which such Lender so agreeing being an “Increasing Lender”) or decline proposes to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing an "Existing Lender”"). In To the event that, on extent that the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount of the proposed increases is less than the aggregate amount of the increase in the total Class A Commitments requested by the Borrower, the Borrower maymay either (x) request the Administrative Agent to solicit the Lenders for further increases in their respective Commitments, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called y) amend the original request by reducing the amount by which the Commitments are requested to be increased to an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; aggregate amount of the proposed increases of the Commitments or (z) request that the Administrative Agent, in its reasonable discretion, accept the participation in the proposed increase of one or more additional financial institutions (each an "Additional Lender"), provided that the minimum commitment of each Augmenting Lender, if not already a Class A such Additional Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld equals or delayed) and each Augmenting Lender shall execute all such documentation as exceeds $10,000,000. If the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in accept the total Class A proposed increases of the Existing Lenders and the Additional Lenders, the Commitments may shall be made in an amount which is less than the increase requested increased by the Borrower if aggregate amount of the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On proposed increases on and as of the effective date (Increase Date. The Administrative Agent shall allocate the “Increase Effective Date”) of any increase in increased amount pro rata among the Class A Commitments pursuant to this Section 2.22 (Existing Lenders and the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Additional Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15Commitments. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (ai) The BorrowerOnce per calendar year (or more frequently as permitted by Agent) Borrower may, by written notice to the Administrative Agent, may request that the Class A Commitments Total Commitment Amount be increased; increased by an amount not to exceed $100,000,000 in the aggregate for all such increases from the Closing Date until the last day of the Commitment Period, provided that (A) no Default or Event of Default has occurred and is continuing at the aggregate amount time of such request and on the date of any such increase and (B) Borrower shall have delivered to Agent, together with such written notice, a copy of Borrower’s duly adopted corporate resolutions, in form and substance satisfactory to Agent, that authorize the requested increase in the Total Commitment Amount, which resolutions shall be certified by which the Class A Commitments are increased pursuant Secretary of Borrower as being true, correct, complete and in full force and effect. Upon receipt of any such request, Agent shall deliver a copy of such request to this Section shall not exceed $150,000,000each Lender. Such notice Borrower shall set forth (i) in such request the amount of the requested increase in the Total Commitment Amount (which in each case shall be in a minimum amount of $25,000,000 and (iiin such minimum increments in excess thereof as Agent shall permit) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or nor more than 60 days after the date of such notice unless otherwise agreed by request and that, in any event, must be at least 90 days prior to the Borrower and last day of the Administrative AgentCommitment Period), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, Revolving Credit Commitment by its Applicable Class A Commitment Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the BorrowerAgent’s notice, either agree to increase its Class A Commitment, Revolving Credit Commitment by all or a portion of the offered amount (each Class A such Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Revolving Credit Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (Revolving Credit Commitment and each such Class A Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event thatIf, on the 10th day after the Borrower Agent shall have delivered a notice pursuant to the first sentence of this paragraphas set forth above, the Class A Increasing Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Revolving Credit Commitments by an aggregate amount less than the increase in the total Class A Commitments Total Commitment Amount requested by the Borrower, the Borrower may, at its expense, may arrange for one or more banks or other financial institutions entities that are acceptable to Agent (any each such bank or other financial institution Person so agreeing being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Revolving Credit Commitment and/or its status as a Class A Lender with a Revolving Credit Commitment hereunder. Any increase in the total Class A Commitments Total Commitment Amount may be made in an amount which that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders, in the full amount. (bii) On Each of the effective date parties hereto agrees that Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Commitment Amount pursuant to this Section, the outstanding Revolving Loans (if any) are held by the “Increase Effective Date”Lenders with Revolving Credit Commitments in accordance with their new Commitment Percentages. This may be accomplished at the discretion of Agent: (w) by requiring the outstanding Loans to be prepaid with the proceeds of new Loans; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Loans outstanding at the time of any increase in the Class A Commitments Total Commitment Amount pursuant to this Section 2.22 (2.10(b) to remain outstanding until the “Commitment Increase”)last days of the respective Interest Periods therefor, if any Class A Revolving even though the Lenders would hold such Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably other than in accordance with their respective Applicable Class A Percentage new Commitment Percentages; or (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely z) by ratably increasing the Class A Commitments any combination of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15foregoing. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerBorrower may at any time and from time to time not later than six months prior to the Maturity Date, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), may request that the Class A total Commitments be increased; provided that increased by an amount of at least $25,000,000 on the occasion of any increase and not in excess of $100,000,000 in the aggregate amount by which under this Agreement and the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000three-year Credit Agreement, being entered into on the date hereof. Such notice shall set forth (i) the amount of the requested increase in the total Commitments and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days 15 days or more than 60 30 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentnotice), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, Commitment by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 15 days after the date of the Borrower’s 's notice, either agree to increase its Class A Commitment, Commitment by all or a portion of the offered amount (each Class A Lender so agreeing being an “"Increasing Lender”") or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 15 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “"Non-Increasing Lender”"). In the event that, on the 10th 15th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “"Augmenting Lender”"), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; , provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayedwithheld) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or and its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 clause (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agentthis paragraph. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding Notwith standing the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless paragraph unless, (i) on the effective date of such increase, the conditions set forth in paragraphs (a),(b) and (c) of Section 4.02 shall be satisfied as though (with all references in such paragraphs to a Borrowing were being made on deemed to be references to such date increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, Borrower and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (cb) and (dc) of Section 6 of the Amendment and Restatement Agreement 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. (b) On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to paragraph (ora) above (the "Commitment Increase"), if such documents delivered (i) the aggregate principal amount of the Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Restatement Increase Effective Date already contemplate an increase shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the relevant Commitment Increase shall pay to the Administrative Agent in same day funds an amount at least equal to the amount difference between (A) the product of (1) such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), Lender's Applicable Percentage (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) calculated after giving effect to such increase Commitment Increase) multiplied by (2) the ratio amount of the Collateral Value Amount related Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Applicable Percentage (calculated without giving effect to such Commitment Increase) multiplied by (2) the amount of the related Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the total Commitmentsproduct of (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the related Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to such Commitment Increase) multiplied by (2) the amount of the related Initial Loans, and (B) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the related Subsequent Borrowings, (v) after the effectiveness of such Commitment Increase, the Borrower shall be at least 1.75:1.00deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of related Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each related Subsequent Borrowing (calculated after giving effect to such Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the related Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the relevant Increase Effective Date occurs other than on the last day of the Interest Period relating thereto.

Increase in Commitments. (a) The BorrowerBorrower may, by written notice to the Administrative Agent, may request (each such request, a “Commitment Increase Request”) that the Class A Commitments Total Commitment be increased; provided increased by an amount not to exceed $25,000,000 such that the aggregate amount by which Total Commitment is not more than $100,000,000 after giving effect to all such increases from the Class A Commitments are increased pursuant Amendment No. 2 Effective Date until one year prior to this Section the Facility Termination Date, provided that no Default or Event of Default has occurred and is continuing at the time of such Commitment Increase Request and on the date of any such increase. The Administrative Agent shall not exceed $150,000,000deliver a copy of such Commitment Increase Request to each Lender. Such notice The Borrower shall set forth (i) in such Commitment Increase Request the amount of the requested increase in the Total Commitment (which shall be in a minimum amount of $5,000,000 and (iiin minimum increments thereafter of $5,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 10 20 Business Days or nor more than 60 days after the date of such notice unless otherwise agreed by and that, in any event, must be at least 385 days prior to the Borrower and the Administrative AgentFacility Termination Date), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, Commitment by its Applicable Class A Commitment Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days Business Days after the date of delivery by the Administrative Agent of the Borrower’s noticeCommitment Increase Request, either agree to increase its Class A Commitment, Commitment by all or a portion of the offered amount (each Class A such Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Class A Commitment) (Commitment and each such Class A Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In If at the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval end of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as 10 Business Day period referred to above there are any Non-Increasing Lenders, the Administrative Agent shall reasonably specify offer to evidence each Increasing Lender the opportunity to increase its Class A Commitment and/or its status as by all or a Class A Lender hereunder. Any portion of the remaining amount of the requested increase in that the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses Non-Increasing Lenders did not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”)accept and, if any Class A Revolving Loans are outstandingsuch Increasing Lenders offer to increase their Commitments by more than such remaining amount, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated allocate such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to remaining amount among such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined Increasing Lenders on a pro forma rata basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.based upon each such Lender’s

Increase in Commitments. (a) The Borrower, by written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower may from time to time, request that an increase in the Class A Commitments be increasedTotal Commitment by an amount (for all such requests) not exceeding $250,000,000; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the any such request for an increase shall be in a minimum amount of the requested increase $50,000,000, and (ii) the date on Borrower may make a maximum of three such requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such increase each Lender is requested to become effective respond (which shall in no event be not less than 10 ten Business Days or more than 60 days after from the date of delivery of such notice unless otherwise agreed by to the Borrower and Lenders). (b) Each Lender shall notify the Administrative Agent), and shall offer each Class A Lender the opportunity Agent within such time period whether or not it agrees to increase its Class A CommitmentCommitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Class A Commitment Percentage of the proposed increased amountsuch requested increase. Each such Class A Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Class A Commitment. (c) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after The Administrative Agent shall notify the Borrower shall have delivered and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to requested increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be and subject to the approval of the Administrative Agent and the Fronting Bank (which approval approvals shall not be unreasonably withheld or delayedwithheld), 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. (d) Any increase in the Total Commitment shall be subject to the following conditions precedent: (i) as of the proposed effective date of the increase in the Total Commitment and after giving effect to such increase, all representations and warranties shall be true and correct in all material respects as though made on such date (unless such representation and warranty is made as of a specific date, in which case, such representation and warranty shall be true and correct as of such date) and no event shall have occurred and then be continuing which constitutes a Default or Event of Default; (ii) the Borrower, the Administrative Agent and each Augmenting Lender Eligible Assignee which shall execute all have agreed to provide a “Commitment” in support of such documentation increase in the Total Commitment, shall have executed and delivered a joinder agreement in a form reasonably acceptable to the Administrative Agent; (iii) to the extent reasonably required by the Administrative Agent, counsel for the Borrower shall have provided to the Administrative Agent a supplemental opinion in form and substance reasonably satisfactory to the Administrative Agent; (iv) the Lenders and any Eligible Assignee(s) shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably specify requested in connection with such increase; (v) the Borrower shall have executed and delivered all corporate authority documents that the Administrative Agent shall have reasonably requested in connection with such increase; and (vi) if applicable, the LC Administrator shall have delivered to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase the respective beneficiaries of outstanding Several Letters of Credit amendments (or, in the total Class A Commitments may be made in an amount which is less than the increase requested case of any Several Letter of Credit issued individually by the Borrower if Lenders, a replacement Several Letter of Credit in exchange for and the Borrower is unable return or cancellation of the original Several Letter of Credit) which reflect any changes in the Lenders and/or the Commitment Percentages resulting from such increase. Upon satisfaction of the conditions precedent to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstandingTotal Commitment, the Borrower (i) Administrative Agent shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by promptly advise the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase. In addition, on the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and effective date, the Administrative Agent shall have received replace the existing Schedule 1.1 attached hereto with a certificate revised Schedule 1.1 reflecting such new Total Commitment and each Lender’s Commitment. Nothing contained herein shall constitute, or otherwise be deemed to that effect dated such date and executed by be, a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered commitment on the Restatement Effective Date under clauses (c) and (d) part of Section 6 of the Amendment and Restatement Agreement as any Lender to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an its Commitment hereunder. It is understood that any increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force the Commitments pursuant to this §2.1.2 shall not constitute an amendment of this Reimbursement and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00Pledge Agreement.

Increase in Commitments. (a) The BorrowerCompany may on one or more occasions, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), may request that the Class A total US Tranche Commitments or European Tranche Commitments be increasedincreased by an amount not less than $25,000,000 (with simultaneous increases in the US Tranche Commitments and the European Tranche Commitments being deemed to be a single increase); provided that the aggregate amount by which of the Class A increases in the US Tranche Commitments are increased pursuant to this Section and the European Tranche Commitments shall not exceed $150,000,000250,000,000. Such notice shall set forth (i) the amount of the requested increase in the total US Tranche Commitments or European Tranche Commitments, as the case may be, and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days 30 days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentnotice), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, Commitment by its Applicable Class A US Tranche Percentage or European Tranche Percentage, as the case may be, of the proposed increased amount. Each such Class A applicable Lender shall, by notice to the Borrower Company and the Administrative Agent given not more than 10 days Business Days after the date of the Borrower’s Company's notice, either agree to increase its Class A Commitment, applicable Commitment by all or a portion of the offered amount (each Class A Lender so agreeing being an “"Increasing Lender”") or decline to increase its Class A applicable Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “"Non-Increasing Lender”"). In the event that, on the 10th day Business Day after the Borrower Company shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the BorrowerCompany, the Borrower may, at its expense, Company may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “"Augmenting Lender”"), which may include any Class A Lender, to extend Class A US Tranche Commitments or European Tranche Commitments, as the case may be, or increase their existing Class A US Tranche Commitments or European Tranche Commitments, as the case may be, in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent Agent, the Issuing Bank and the Swingline Lender (which approval shall not be unreasonably withheld or delayedwithheld) and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A the Commitment of such Augmenting Lender and/or its status as a Class A Lender hereunder. Any increase in the total Class A US Tranche Commitments or European Tranche Commitments, as the case may be, may be made in an amount which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerDuring the Revolving Credit Period, the Borrower may on one or more occasions, by written notice to the Administrative Agent, may request that the Class A Commitments be increased; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the amount of the requested increase and (ii) the date on which such increase is requested to become effective Agent (which shall be not less than 10 Business Days or more than 60 days after promptly deliver a copy to each of the date of such notice unless otherwise agreed Lenders), executed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this Section being called an “Augmenting Lender”), which may include any Class A Lender, cause Commitments to extend Class A be made available by the Augmenting Lenders (or cause the Commitments or increase their existing Class A Commitments of the Augmenting Lenders to be increased, as the case may be) in an aggregate amount equal to the unsubscribed amountfor each Augmenting Lender set forth in such notice; provided that (i) the aggregate amount of all such increases pursuant to this Section shall not exceed $500,000,000, (ii) each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (which approval shall not be unreasonably withheld or delayedwithheld) and (iii) each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as Lender, if not already a Class A Lender hereunder, shall become a party to this Agreement by completing and delivering to the Agent a duly executed accession agreement in a form satisfactory to the Agent and the Borrower. Any such notice shall set forth the amount of the requested increase in the total Class A Commitments may (which shall be made in an the lesser of (x) a minimum aggregate amount which is less than of $20,000,0000 or any larger multiple of $5,000,000 or (y) the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereonremaining aggregate allowance for such increases) and (ii) may, at its or their option, fund the date on which such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect increase is requested to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lendersbecome effective. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 2.10(a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agentthis Section 2.10(a). A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless 2.10(a) unless, (i) on the effective date of such increase, the conditions set forth in Sections 3.02(b) and 3.02(d) (without giving effect to the parenthetical in Section 4.02 3.02(d)) shall be satisfied (as though a Borrowing were being made on such date date) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each to the extent requested by the Agent reasonably in advance of the Class A Lenderssuch date) documents consistent with those delivered on the Restatement Effective Date under clauses (cSections 3.01(c) and (d3.01(d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase. (b) At the time that any increase in the total Commitments pursuant to Section 2.10(a) (ora “Commitment Increase”) becomes effective, if such documents delivered on any Committed Loans are outstanding, the Restatement Effective Date already contemplate an increase Borrower shall prepay in an accordance with Section 2.14 the aggregate principal amount at least equal of all Committed Loans outstanding (the “Initial Loans”); provided that (i) nothing in this Section shall prevent the Borrower from funding the prepayment of Initial Loans with concurrent Borrowings hereunder in accordance with the provisions of this Agreement, giving effect to the amount of such increaseCommitment Increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iiiii) no single Class A Lender or Augmenting Lender such prepayment shall participate in such increase in an amount exceeding $50,000,000be required to the extent that, (iv) no Default exists or would exist after giving effect thereto to the Commitment Increase, each Lender has the same Applicable Percentage as immediately prior to such Commitment Increase. (c) At the time that any Commitment Increase becomes effective, if any Letters of Credit or Swingline Loans issued or made, as applicable, hereunder remain outstanding, each Lender's participation in such Letters of Credit and (v) Swingline Loans will be adjusted in accordance with such Lender's Applicable Percentage, after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00Commitment Increase.

Increase in Commitments. (a) The Borrower, by written notice Subsequent to the Administrative AgentEffective Date, may request that the Class A Commitments be increased; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the amount so long as no Default or Event of the requested increase and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower Default shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borroweroccurred and be continuing, the Borrower may, at its expenseon one or more occasions, arrange for upon notice to the Administrative Agent (which shall promptly provide a copy of such notice to the Banks), propose to increase the Commitments by an amount not to exceed $100,000,000 in the aggregate of all such increases pursuant to this Section 2.18 (that is, the Commitments shall not exceed $200,000,000) (the amount of any such increase, the "Increased Commitments"). No such increase in the Commitments shall be less than $10,000,000. Following the delivery of such notice, the Administrative Agent and the Borrower shall cooperate with each other to obtain commitments from one or more banks or other financial institutions (which may be, but need not be, one or more of the existing Banks) to (i) in the case of any such bank or other financial institution being called that is an “Augmenting Lender”existing Bank, increase its Commitment and (ii) in the case of any other such bank or other financial institution (an "Additional Bank"), which become a party to this Agreement. Each existing Bank shall confirm in writing as to whether or not it will agree to increase its Commitment within fifteen (15) Business Days of receipt of a written request therefor from the Administrative Agent. No bank or other financial institution may include any Class A Lender, become an Additional Bank unless it would be permitted to extend Class A be an Assignee pursuant to Section 9.6(c). The sum of the increases in the Commitments or increase their of the existing Class A Banks pursuant to this subsection (a) plus the Commitments of the Additional Banks shall not in an the aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, exceed $100,000,000. No existing Bank shall be subject required to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence increase its Class A Commitment and/or its status as a Class A Lender hereunder. Any in connection with an increase in the total Class A amount of the Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable pursuant to arrange for, or chooses not to arrange for, Augmenting Lendersthis Section 2.18. (b) On the effective date (the “Increase Effective Date”) of any Any increase in the Class A amount of the Commitments pursuant to this Section 2.22 2.18 shall become effective upon the receipt by the Administrative Agent of an agreement in the form and substance satisfactory to the Administrative Agent signed by the Borrower, CESRRI, by each Additional Bank and by each existing Bank, setting forth the new Commitments of the Additional Banks and the existing Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Borrower with respect to the Increased Commitments (including authorization of payment to the “Commitment Increase”), if Banks and the Administrative Agent of any Class A Revolving Loans are outstandingcosts or fees which may be incurred under Section 2.13 hereof in connection with the reallocation of outstanding Loans) and supporting legal opinions as the Administrative Agent may reasonably request. To the extent necessary, the Borrower (i) existing Notes shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) be replaced and (ii) may, at its or their option, fund such prepayment new Notes shall be executed and delivered. Upon receipt by simultaneously borrowing Class A Revolving Loans the Administrative Agent of a fully executed agreement in accordance with this AgreementSection 2.18(b), Administrative Agent shall prepare replacements of Schedules I and II reflecting the new Commitment, if applicable, for each existing Bank and Additional Bank, which Class A Revolving Loans replacements of Schedules I and II shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant Administrative Agent to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower each existing Bank and the Administrative Agent. A Commitment Increase Additional Bank and shall become effective pursuant to an amendment (the “Incremental Amendment”) thereafter constitute Schedules I and II to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Sectionfor all purposes. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerParent Borrower may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), may request that the Class A aggregate Revolving Commitments be increasedincreased by an amount not less than $10,000,000 for any such increase; provided that after giving effect to any such increase the aggregate amount by which sum of the Class A total Revolving Commitments are increased pursuant to this Section shall not exceed $150,000,000100,000,000. Such notice shall set forth (i) the amount of the requested increase in the Revolving Commitments and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days 30 days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentnotice), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, Revolving Commitment by its such Lender’s Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Parent Borrower and the Administrative Agent given not more than 10 days Business Days after the date of the Parent Borrower’s notice, either agree to increase its Class A Commitment, applicable Revolving Commitment by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A applicable Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day Business Day after the Parent Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have declined or agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Parent Borrower, the Parent Borrower may, at its expense, may arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A provide Revolving Commitments or increase their existing Class A Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayedwithheld) and the Borrowers and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A the Commitment of such Augmenting Lender and/or its status as a Class A Lender hereunder. Any increase in the total Class A aggregate Revolving Commitments may be made in an amount which is less than the increase requested by the Parent Borrower if the Parent Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerProvided that no Default or Event of Default shall then exist, upon notice to, and with the consent of, the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time increase the Aggregate Commitment Amount by written notice (i) requesting that one or more Lenders increase its or their respective Commitments or (ii) inviting one or more additional financial institutions to become Lenders party to the Administrative AgentAgreement and to provide additional Commitments hereunder, may request that provided that, in either case, the Class A Commitments be increased; provided that Borrower shall not exercise its rights under this Section 2.04 on more than three separate occasions and the aggregate minimum amount by which the Class A Aggregate Commitment Amount shall be increased shall not be less than $75,000,000 (unless the excess of the Maximum Commitment Amount over the Aggregate Commitment Amount in effect immediately prior to any such increase in Commitments are increased pursuant is less than $75,000,000, in which case the Borrower may request an increase in the amount of such excess), and further provided that the Aggregate Commitment Amount after giving effect to this Section any such increase shall not exceed $150,000,000the Maximum Commitment Amount. Such notice shall set forth (i) For the avoidance of doubt, it is agreed that the Administrative Agent may withhold its consent to the Borrower’s exercise of the foregoing right as to any particular existing Lender or additional Lender based on the amount of the requested increase and in such existing Lender’s or additional Lender’s Commitment or the Administrative Agent’s assessment of the credit worthiness of such existing Lender or additional Lender. (iib) If the date on Borrower has requested that all of the Lenders increase their respective Commitments pro rata, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such increase each Lender is requested to become effective respond to such request (which shall in no event be not less than 10 ten Business Days or more than 60 days after from the date of delivery of such notice unless otherwise agreed by to the Borrower and Lenders). Each Lender shall notify the Administrative Agent), and shall offer each Class A Agent within the specified time period whether or not such Lender the opportunity agrees to increase its Class A Commitmentrespective Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Class A Percentage of such requested increase in the proposed increased amountAggregate Commitment Amount (based on the Aggregate Commitment Amount then in effect). Each such Class A Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice responding within such specified time period of 10 days shall be deemed to have declined to increase its Class A respective Commitment) (each such Class A . Anything herein contained to the contrary notwithstanding, no Lender so declining or deemed shall have any obligation whatsoever to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after increase its respective Commitment hereunder and the Borrower shall have delivered no obligation to request a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the pro rata increase in the total Class A Commitments requested by of all Lenders or to offer to increase the Borrower, Commitment of any particular Lender. The consent of the Borrower may, at Lenders shall not be required in order for any Lender to increase its expense, arrange Commitment or for one or more banks or other additional financial institutions to become Lenders party to the Agreement and to provide additional Commitments pursuant to this Section 2.04. (any c) If the Aggregate Commitment Amount is increased in accordance with this Section 2.04, the Administrative Agent and the Borrower shall determine the effective date of such bank or other financial institution being called an increase (the “Augmenting LenderAdditional Commitment Effective Date”), which may include any Class A Lender, to extend Class A Commitments or . The Administrative Agent and the Borrower shall promptly notify the Lenders of the final allocation of such increase their and the Additional Commitment Effective Date. Each existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided Lender that increases its Commitment and each Augmenting additional Lender, if not already a Class A Lender hereunderany, and the Borrower shall be subject execute and deliver to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify also execute to evidence acknowledge its Class A Commitment and/or its status as acceptance thereof) a Class A Lender hereunder. Any increase certificate substantially in the total Class A Commitments may be made form of Exhibit C hereto (an “Additional Commitment Certificate”). Upon receipt by the Administrative Agent of Additional Commitment Certificates from existing Lenders or additional Lenders, if any, in an amount which is less than sufficient to effectuate the increase requested by the Borrower if Borrower: (1) the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Aggregate Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans Amount shall be made by increased, (2) the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect Administrative Agent shall amend and distribute to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Lenders a revised Schedule 2.01 adding or amending, as applicable, the Commitment(s) of any Lender executing the Additional Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender Certificate and the Administrative Agent. The Incremental Amendment mayincreased Aggregate Commitment Amount (which shall be deemed incorporated into, without and made a part of, this Agreement), (3) each additional Lender shall be deemed to be a party in all respects as of the consent of any other Lenders, effect such amendments Additional Commitment Effective Date to this Agreement and the other Loan Documents as may be necessary to which the Lenders are party and (4) upon the Additional Commitment Effective Date, any increasing or appropriateadditional Lender party to the Additional Commitment Certificate shall purchase from each of the (other) Lenders party to the Agreement immediately prior to the Additional Commitment Effective Date a pro rata portion of all outstanding Loans (and participation interests in Letters of Credit) of each such (other) Lender such that each Lender (including any additional Lender, if any) shall hold its ratable share of all outstanding Loans (and participation interests in Letters of Credit) after giving effect to its increased or additional Commitment and the resulting increase in the reasonable opinion of Aggregate Commitment Amount, provided that the Administrative Agent Borrower shall pay any amounts due under Section 2.16 to the extent that any such purchase gives rise to the costs indemnified thereby, and the Borrower, to effect the provisions of this Sectionany other amounts due under Section 9.03. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of As a new Class A Lender shall become effective under this Section unless (i) on the effective date of condition precedent to such increase, the conditions set forth in Section 4.02 Borrower shall be satisfied as though a Borrowing were being made on such date and deliver to the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer as of the BorrowerAdditional Commitment Effective Date (in sufficient copies for each Lender) signed by an officer of the Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, (ii) the Administrative Agent shall have received (with sufficient copies for each including a certificate of the Class A Lenderstype described in Section 5.01(c) documents consistent demonstrating pro forma compliance with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder 6.09 after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000certifying that, (iv) no Default exists or would exist after giving effect thereto before and (v) after giving effect to such increase increase, the ratio representations and warranties contained in Article III are true and correct on and as of the Collateral Value Amount Additional Commitment Effective Date and no Default or Event of Default exists. The Borrower shall execute and deliver replacement Notes if requested in accordance with Section 2.10(e) reflecting such Lender’s Commitment, which Notes shall be dated as of the date of this Agreement. (e) This Section shall supersede any provision in Section 9.02 to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00contrary.

Increase in Commitments. (a) The BorrowerBorrower may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Banks), may request that the Class A total Commitments be increased; provided that increased by an amount not less than $25,000,000 for any such increase and not greater than $250,000,000 minus the aggregate amount by which of prior or simultaneous increases of the Class A Commitments are increased pursuant to under this Section shall not exceed $150,000,000Agreement and the Multi-Year Agreement. Such notice shall set forth (i) the amount of the requested increase in the total Commitments and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days 45 days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentnotice), and shall offer each Class A Lender Bank the opportunity to increase its Class A Commitment, Commitment by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender Bank shall, by notice to the Borrower and the Administrative Agent given not more than 10 20 days after the date of the Borrower’s 's notice, either agree to increase its Class A Commitment, Commitment by all or a portion of the offered amount (each Class A Lender Bank so agreeing being an “Increasing Lender”"INCREASING BANK") or decline to increase its Class A Commitment (and any such Class A Lender Bank that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender Bank so declining or deemed to have declined being a “Non"NON-Increasing Lender”INCREASING BANK"). In the event that, on the 10th 20th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders Banks shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this paragraph (a) being called an “Augmenting Lender”"AUGMENTING BANK"), which may include any Class A LenderBank, to extend Class A Commitments or increase their its existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting LenderBank, if not already a Class A Lender Bank hereunder, shall be -------- subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayedwithheld) and each Augmenting Lender Bank shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or and its status as a Class A Lender Bank hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 paragraph (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agentthis paragraph. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A LenderBank) or addition of a new Class A Lender shall become effective under this Section unless paragraph unless, (i) on the effective date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 3.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A LendersBanks) documents consistent with those delivered on the Restatement Effective Date under clauses (cb) and (dc) of Section 6 of the Amendment and Restatement Agreement 3.01 as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase. (b) On the effective date (the "INCREASE EFFECTIVE DATE") of any increase in the total Commitments pursuant to paragraph (ora) above (the "COMMITMENT INCREASE"), if such documents delivered (i) the aggregate principal amount of the Loans outstanding (the "INITIAL LOANS") immediately prior to giving effect to the Commitment Increase on the Restatement Increase Effective Date already contemplate an increase shall be deemed to be paid, (ii) each Increasing Bank and each Augmenting Bank that shall have been a Bank prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount at least equal to the difference between (A) the product of (1) such Bank's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such increase, stating that such documents remain in full force and Bank's Applicable Percentage (calculated without giving effect on to the date Commitment Increase) multiplied by (2) the amount of such increase and have not been annulled, modified, rescinded or revoked)the Initial Loans, (iii) no single Class A Lender or each Augmenting Lender Bank that shall participate not have been a Bank prior to the Commitment Increase shall pay to Administrative Agent in such increase in same day funds an amount exceeding $50,000,000equal to the product of (1) such Augmenting Bank's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (iv) no Default exists or would exist after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non- Increasing Bank the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Bank's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Bank's Applicable Percentage (calculated after giving effect thereto and to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "SUBSEQUENT BORROWINGS") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans in the currency or currencies, and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.02, (vi) each Non-Increasing Bank, each Increasing Bank and each Augmenting Bank shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total CommitmentsCommitment Increase) shall be at least 1.75:1.00.and

Increase in Commitments. (a) The BorrowerBorrower may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Lenders), may request that the Class A total Commitments be increasedincreased by an amount not less than $25,000,000 for any such increase; provided that after giving effect to any such increase the aggregate sum of the total Commitments shall not exceed $150,000,000 minus any amount by which the Class A Commitments are increased shall have been reduced pursuant to this Section shall not exceed $150,000,0002.09. Such notice shall set forth (i) the amount of the requested increase in the total Commitments and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentnotice), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, Commitment by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, Commitment by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this clause (a) being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (which approval approvals shall not be unreasonably withheld or delayedwithheld) and the Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A total Commitments pursuant to this Section 2.22 2.20 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans of the Types and for the Interest Periods specified in accordance with this Agreementa Borrowing Request delivered pursuant to Section 2.03, which Class A Revolving Loans shall be made by the Class A Lenders (including the Increasing Lenders and the Augmenting Lenders, if any) ratably in accordance with their respective Applicable Class A Percentage Commitments (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.152.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by above; provided that the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without with the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and (such consent not to be unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Borrower, Administrative Agent no less than three Business Days prior to effect the provisions date specified in the notice delivered by the Borrower pursuant to the first sentence of this Sectionparagraph (a) above. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A an Augmenting Lender shall become effective under this Section unless unless, (i) on the effective date of such increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (cb) and (dc) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.004.01.

Increase in Commitments. (a) The BorrowerBorrower may, by written notice to the Administrative AgentAgent (which shall promptly deliver a copy to each of the Banks), may request that the Class A total Commitments be increased; provided that increased by an amount not less than $25,000,000 for any such increase and not greater than $250,000,000 minus the aggregate amount by which of prior or simultaneous increases of the Class A Commitments are increased pursuant to under this Section shall not exceed $150,000,000Agreement and the 364-Day Agreement. Such notice shall set forth (i) the amount of the requested increase in the total Commitments and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days 45 days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agentnotice), and shall offer each Class A Lender Bank the opportunity to increase its Class A Commitment, Commitment by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender Bank shall, by notice to the Borrower and the Administrative Agent given not more than 10 20 days after the date of the Borrower’s 's notice, either agree to increase its Class A Commitment, Commitment by all or a portion of the offered amount (each Class A Lender Bank so agreeing being an “Increasing Lender”"INCREASING BANK") or decline to increase its Class A Commitment (and any such Class A Lender Bank that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender Bank so declining or deemed to have declined being a “Non"NON-Increasing Lender”INCREASING BANK"). In the event that, on the 10th 20th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders Banks shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, may arrange for one or more banks or other financial institutions (any such bank or other financial institution referred to in this paragraph (a) being called an “Augmenting Lender”"AUGMENTING BANK"), which may include any Class A LenderBank, to extend Class A Commitments or increase their its existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting LenderBank, if not already a Class A Lender Bank -------- hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayedwithheld) and each Augmenting Lender Bank shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or and its status as a Class A Lender Bank hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 paragraph (a) shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agentthis paragraph. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A LenderBank) or addition of a new Class A Lender shall become effective under this Section unless paragraph unless, (i) on the effective date of such increase, the conditions set forth in paragraphs (b) and (c) of Section 4.02 3.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A LendersBanks) documents consistent with those delivered on the Restatement Effective Date under clauses (cb) and (dc) of Section 6 of the Amendment and Restatement Agreement 3.01 as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase. (b) On the effective date (the "INCREASE EFFECTIVE DATE") of any increase in the total Commitments pursuant to paragraph (ora) above (the "COMMITMENT INCREASE"), if such documents delivered (i) the aggregate principal amount of the Loans outstanding (the "INITIAL LOANS") immediately prior to giving effect to the Commitment Increase on the Restatement Increase Effective Date already contemplate an increase shall be deemed to be paid, (ii) each Increasing Bank and each Augmenting Bank that shall have been a Bank prior to the Commitment Increase shall pay to the Administrative Agent in same day funds an amount at least equal to the difference between (A) the product of (1) such Bank's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such increase, stating that such documents remain in full force and Bank's Applicable Percentage (calculated without giving effect on to the date Commitment Increase) multiplied by (2) the amount of such increase and have not been annulled, modified, rescinded or revoked)the Initial Loans, (iii) no single Class A Lender or each Augmenting Lender Bank that shall participate not have been a Bank prior to the Commitment Increase shall pay to Administrative Agent in such increase in same day funds an amount exceeding $50,000,000equal to the product of (1) such Augmenting Bank's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (iv) no Default exists or would exist after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non- Increasing Bank the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Bank's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Bank's Applicable Percentage (calculated after giving effect thereto and to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "SUBSEQUENT BORROWINGS") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans in the currency or currencies, and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent in accordance with Section 2.02, (vi) each Non-Increasing Bank, each Increasing Bank and each Augmenting Bank shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to such increase the ratio of Commitment Increase) and (vii) the Collateral Value Amount to Borrower shall pay each Increasing Bank and each Non-Increasing Bank any and all accrued but unpaid interest on the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00Initial Loans.

Increase in Commitments. (a) The BorrowerProvided there exists no Default, by written upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may from time to time, subsequent to the Amendment No. 3 Effective Date, request that an increase in the Class A Aggregate Commitments be increasedby an aggregate amount not exceeding $300 million either by having a Lender increase its Commitment then in effect or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the any such request for an increase shall be in a minimum amount of $10 million, except in the requested increase and case of the final request, which may be for the entire remaining amount, (ii) the date on which ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may make a maximum of five such requests, and (iii) such increase may take the form of incremental term loans instead of increasing revolving credit availability hereunder. At the time of sending any such notice in the case of any request for increases in the Commitment of any existing Lender, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to become effective respond (which shall in no event be not less than 10 ten Business Days or more than 60 days after from the date of delivery of such notice unless otherwise agreed by to the Borrower and Lenders). Each Lender shall notify the Administrative Agent), and shall offer each Class A Lender the opportunity Agent within such time period whether or not it agrees to increase its Class A CommitmentCommitment or extend incremental term loans and, if so, whether by an amount equal to, greater than, or less than its Applicable Class A Percentage Pro Rata Share of the proposed increased amountsuch requested increase. Each such Class A Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Class A Commitment) (Commitment or extend incremental term loans hereunder. The Administrative Agent shall notify ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and each such Class A Lender so declining or deemed of the Lenders’ responses to have declined being a “Noneach request made hereunder. ▇▇▇▇▇▇▇-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant ▇▇▇▇▇▇ International may also invite additional Eligible Assignees satisfactory to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval acting reasonably) to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, the Administrative Agent and their respective counsel. Any new Lender becoming a party hereto pursuant to this Section 2.15 shall not be unreasonably withheld or delayed(1) execute such documents and each Augmenting Lender shall execute all such documentation agreements as the Administrative Agent shall may reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase request and (2) in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) case of any increase in Lender that is organized under the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment laws of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments a jurisdiction outside of the existing Class A Lenders. The payments made pursuant United States of America, provide to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase , its name, address, tax identification number and/or such other information as shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of for the Administrative Agent to comply with “know your customer” and the Borroweranti-money laundering rules and regulations, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increaseincluding without limitation, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00Patriot Act.

Increase in Commitments. (a) The BorrowerProvided there exists no Default, by written upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may from time to time, subsequent to the Amendment No. 4 Effective Date, request that an increase in the Class A Aggregate Commitments be increasedby an aggregate amount not exceeding $400 million either by having a Lender increase its Commitment then in effect or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the any such request for an increase shall be in a minimum amount of $10 million, except in the requested increase and case of the final request, which may be for the entire remaining amount, (ii) the date on which ▇▇▇▇▇▇▇- Toledo International may make a maximum of five such requests, and (iii) such increase may take the form of incremental term loans instead of increasing revolving credit availability hereunder. At the time of sending any such notice in the case of any request for increases in the Commitment of any existing Lender, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to become effective respond (which shall in no event be not less than 10 ten Business Days or more than 60 days after from the date of delivery of such notice unless otherwise agreed by to the Borrower and Lenders). Each Lender shall notify the Administrative Agent), and shall offer each Class A Lender the opportunity Agent within such time period whether or not it agrees to increase its Class A CommitmentCommitment or extend incremental term loans and, if so, whether by an amount equal to, greater than, or less than its Applicable Class A Percentage Pro Rata Share of the proposed increased amountsuch requested increase. Each such Class A Any Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Class A Commitment) (Commitment or extend incremental term loans hereunder. The Administrative Agent shall notify ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and each such Class A Lender so declining or deemed of the Lenders’ responses to have declined being a “Noneach request made hereunder. ▇▇▇▇▇▇▇-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant ▇▇▇▇▇▇ International may also invite additional Eligible Assignees satisfactory to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval acting reasonably) to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, the Administrative Agent and their respective counsel. Any new Lender becoming a party hereto pursuant to this Section 2.15 shall not be unreasonably withheld or delayed(1) execute such documents and each Augmenting Lender shall execute all such documentation agreements as the Administrative Agent shall may reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase request and (2) in the total Class A Commitments may case of any Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be made in an amount which is less than necessary for the increase Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act and, to the extent reasonably requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstandingAdministrative Agent, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15Beneficial Ownership Regulation. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The Provided there exists no Default applicable to a Borrower (or in the case of a Tranche A Borrower, provided there exists no Default applicable to any Tranche A Borrower), upon notice by written notice such Borrower to the Administrative AgentAgent (which shall promptly notify the appropriate Lenders), such Borrower may from time to time, request that an increase in the Class ▇▇▇▇▇▇▇▇/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Commitments applicable to such Borrower (or, in the case of a Tranche A Commitments be increased; provided that Borrower, to all Tranche A Borrowers) to an amount (for all such requests) not exceeding (w) in the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000. Such notice shall set forth (i) the amount case of the requested increase Tranche A Commitments, US$9,066,666,667, (x) in the case of the Tranche B Commitments, US$666,666,667, (y) in the case of the Tranche C Commitments, US$666,666,667 and (iiz) in the date on case of the Tranche D Commitments, US$666,666,667; provided, that in no event shall the Aggregate Commitments applicable to all Borrowers exceed US$10,000,000,000. At the time of sending such notice, such Borrower (in consultation with the Administrative Agent) shall specify the time period within which such increase each Lender is requested to become effective respond (which shall in no event be not less than 10 Business Days or more than 60 days after from the date of delivery of such notice unless otherwise agreed by to the Borrower and appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent), and shall offer each Class A Lender the opportunity Agent within such time period whether or not it agrees to increase its Class A CommitmentCommitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Class A Percentage Pro Rata Share of the proposed increased amountsuch requested increase. Each such Class A Any appropriate Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice responding within such time period of 10 days shall be deemed to have declined to increase its Class Commitment. The Administrative Agent shall notify the applicable Borrower (or, where a request was made by a Tranche A CommitmentBorrower, all of the Tranche A Borrowers) (and each appropriate Lender of the Lenders' responses to each request made hereunder. To achieve the full amount of a requested increase, the applicable 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; provided that the minimum commitment of each such Class A Eligible Assignee is not less than US$25,000,000.. The consent of the Lenders is not required to increase the amount of the Aggregate Commitments pursuant to this Section, except that each appropriate Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant the right to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant consent to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A amount of its Commitment as set forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Commitments by the amount requested by the Borrowerapplicable Borrower pursuant to this Section 2.14(a), such Borrower may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided increases that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lendershave been offered. (b) On If the applicable Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the applicable Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the applicable Borrower and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the applicable Borrower shall deliver to the Administrative Agent a certificate of such Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Borrower certifying that no Default applicable to such Borrower exists. The applicable Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Class A Commitments pursuant to under this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15Section. (c) Increases and new Class A Commitments created pursuant to this This Section 2.22 shall become effective on the date specified supersede any provisions in the notice delivered by the Borrower pursuant Sections 2.12 or 9.1 to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Sectioncontrary. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerFrom time to time on and after the Closing Date and prior to the Tranche 1 Termination Date, by written the Borrowers may, upon at least 30 days notice to the Administrative AgentAgent (which shall promptly provide a copy of such notice to the Tranche 1 Lenders), may request that the Class A Commitments be increased; provided that propose to increase the aggregate amount of the Tranche 1 Commitments by an amount which (i) is not less than $25,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to any such request nor (ii) when aggregated with all prior and concurrent increases in the Class A Tranche 1 Commitments are increased and Tranche 2 Commitments pursuant to this Section 2.20, is not in excess of $100,000,000. The Borrowers may increase the aggregate amount of the Tranche 1 Commitments by (x) having another lender or lenders (each, an “Additional Tranche 1 Lender”) become party to this Agreement, (y) agreeing with any Tranche 1 Lender (with the consent of such Lender in its sole discretion) to increase its Tranche 1 Commitment hereunder or (z) a combination of the procedures described in clauses (x) and (y) of this sentence. (b) From time to time on and after the Closing Date and prior to the Tranche 2 Termination Date, the Borrowers may, upon at least 30 days notice to the Administrative Agent (which shall not exceed $150,000,000. Such promptly provide a copy of such notice shall set forth to the Tranche 2 Lenders), propose to increase the aggregate amount of the Tranche 2 Commitments by an amount which (i) is not less than $25,000,000 with respect to any such request nor (ii) when aggregated with all prior and concurrent increases in the Tranche 1 Commitments and Tranche 2 Commitments pursuant to this Section 2.20, is not in excess of $100,000,000. The Borrowers may increase the aggregate amount of the Tranche 2 Commitments by (x) having one or more Eligible Assignees (each, an “Additional Tranche 2 Lender” and collectively with the Additional Tranche 1 Lenders, the “Additional Lenders”) become party to this Agreement, (y) agreeing with any Tranche 2 Lender (with the consent of such Lender in its sole discretion) to increase its Tranche 2 Commitment hereunder or (z) a combination of the procedures described in clauses (x) and (y) of this sentence. (c) Upon any increase in the amount of the requested increase and Tranche 1 Commitments or Tranche 2 Commitments, as the case may be, pursuant to this Section 2.20 (iieach, an “Additional Commitment”): (i) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days Each Additional Lender or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A existing Lender the opportunity agreeing to increase its Class A CommitmentCommitments pursuant to this Section 2.20 (each, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline shall enter into a Joinder Agreement pursuant to increase its Class A which such Additional Lender and/or Increasing Lender shall, as of the effective date, undertake an Additional Commitment (and any or, in the case of an Increasing Lender, pursuant to which such Class A Lender that does not deliver such a notice within such period of 10 days Increasing Lender’s Commitment shall be deemed increased in the agreed amount on such date) and such Additional Lender shall thereupon become (or, if an Increasing Lender, continue to have declined to increase its Class A Commitmentbe) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In ” for all purposes hereof. (ii) The Borrowers shall in the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Tranche 1 Commitments, in coordination with the Administrative Agent, repay all outstanding Loans and incur additional Loans from other Tranche 1 Lenders in each case so that the Tranche 1 Lenders participate in each Borrowing pro rata on the basis of their respective Tranche 1 Commitments requested (after giving effect to any increase in the Tranche 1 Commitments pursuant to this Section 2.20) and amounts payable under Section 2.18 as a result of the actions required to be taken under this Section 2.20, shall be paid in full by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions Borrowers; (iii) If any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Additional Lender is a Foreign Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to such Additional Lender shall deliver the unsubscribed amountforms required by Section 2.17(d); provided that each Augmenting Lender, if not already a Class A Lender hereunder, and (iv) Any Additional Commitment shall be subject to the prior written approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting LendersIssuing Lender. (b) On the effective date (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (a) The BorrowerAt any time after the Closing Date, the Borrower may, by written notice to the Administrative Agent, may request that the Class A Commitments Total Commitment be increased; increased by an amount not to exceed $50,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the aggregate amount by which time of such request and on the Class A Commitments are increased pursuant date of any such increase. The Administrative Agent shall deliver a copy of such request to this Section shall not exceed $150,000,000each Lender. Such notice The Borrower shall set forth (i) in such request the amount of the requested increase in the Total Commitment (which shall be in minimum increments of $10,000,000 and (iia minimum amount of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or nor more than 60 days after the date of such notice unless otherwise agreed by and that, in any event, must be at least 60 days prior to the Maturity Date). The Borrower may arrange for one or more banks or other entities that are Eligible Assignees to provide a Commitment hereunder pursuant to this Section 3.2(a) (each such Person so agreeing being an “ Augmenting Lender ”) and/or the Borrower and the Administrative Agent), and shall may offer to each Class A Lender the opportunity to increase its Class A Commitment, Commitment by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the BorrowerAdministrative Agent’s notice, either agree to increase its Class A Commitment, Commitment by all or a portion of the offered amount (each Class A such Lender so agreeing being an ““ Increasing LenderLender ”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (Commitment and each such Class A Lender so declining or being deemed to have declined being a ““ Non-Increasing LenderLender ”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Class A Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed) and each Each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender with a Commitment hereunder. Any increase in the total Class A Commitments Total Commitment may be made in an amount which that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) On Each of the effective date parties hereto agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that after giving effect to any increase in the Total Commitment pursuant to this Section 3.2(b), the outstanding Loans (if any) are held by the “Increase Effective Date”Lenders with requiring the outstanding Loans to be prepaid with the proceeds of new Borrowings; (x) by causing the Non-Increasing Lenders to assign portions of their outstanding Loans to Increasing Lenders and Augmenting Lenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Class A Commitments Total Commitment pursuant to this Section 2.22 (3.2(b) to remain outstanding until the “Commitment Increase”)last days of the respective Interest Periods therefor, if any Class A Revolving Loans are outstanding, even though the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund Lenders would hold such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made by the Class A Lenders ratably Borrowings other than in accordance with their respective Applicable Class A Percentage new Percentages; or (calculated after giving effect to z) by any combination of the Class A Commitment Increase); provided that such foregoing. Any prepayment of Class A Revolving Loans pursuant to or assignment described in this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (iii) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created 2.7 hereof but otherwise without premium or penalty. In addition, in connection with any increase in the Total Commitment pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by Agent may, in consultation with the Borrower, each Increasing Lenderappoint any Lender as a Syndication Agent, each Augmenting Lender and the Administrative Documentation Agent. The Incremental Amendment may, without the consent of any Co-Agent or other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Sectionsimilar title. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.

Increase in Commitments. (ai) The Borrower, by written notice Subject to the Administrative Agentconditions set forth in clauses (ii) and (iii) of this Section 2.02(a), the Co-Borrowers may request that the Class A amount of the aggregate Commitments be increasedincreased one or more times, in each case in a minimum amount of $2,500,000 or in integral multiples of $2,500,000 in excess thereof; provided that the aggregate amount by which the Class A Commitments are increased pursuant to this Section shall after any such increase may not exceed $150,000,000. Such notice . (ii) Each such increase shall set forth be effective only upon the following conditions being satisfied: (iA) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (B) immediately before and after giving effect to such increase, the Loan Parties shall be in pro forma compliance with the financial covenants in Section 7.09, together with calculations and any supporting documentation demonstrating such pro forma compliance in form and substance reasonably satisfactory to the Agent, (C) either the Banks having Commitments hereunder at the time the increase is requested agree to increase their Commitments in its sole discretion in the amount of the requested increase and (ii) the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and the Administrative Agent), and shall offer each Class A Lender the opportunity to increase its Class A Commitment, by its Applicable Class A Percentage of the proposed increased amount. Each such Class A Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Borrower’s notice, either agree to increase its Class A Commitment, by all or a portion of the offered amount (each Class A Lender so agreeing being an “Increasing Lender”) or decline to increase its Class A Commitment (and any such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each such Class A Lender so declining or deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, the Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, arrange for one or more banks or other financial institutions (any such bank agree to make a Commitment in the amount of the difference between the amount of the increase requested by the Co-Borrowers and the amount by which some or other financial institution being called an “Augmenting Lender”), which may include any Class A Lender, all of the Banks having Commitments hereunder at the time the increase is requested agree to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting LenderCommitments, if not already a Class A Lender hereunder, (D) such increase shall be subject to the approval of the Administrative Agent (and the Issuing Banks, which approval consent shall not be unreasonably withheld withheld, conditioned or delayed, (E) such Banks and each Augmenting Lender other financial institutions, if any, shall execute all have executed and delivered to the Agent a Commitment Increase Agreement or a New Bank Agreement, as applicable, and (F) the Co-Borrowers shall have delivered such documentation evidence of authority for the increase (including without limitation, certified resolutions of the applicable managers and/or members of the Co-Borrowers authorizing such increase) as the Administrative Agent shall may reasonably specify to evidence its Class A Commitment and/or its status as a Class A Lender hereunder. Any increase in the total Class A Commitments may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lendersrequest. (biii) On Each financing institution to be added to this Agreement as described in Section 2.02(a)(ii)(C) above shall execute and deliver to the Agent a New Bank Agreement, pursuant to which it becomes a party to this Agreement. Each Bank agreeing to increase its Commitment as described in Section 2.02(a)(ii)(C) shall execute and deliver to the Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Agent, for each Bank being added to this Agreement, a Note payable to such new Bank in the principal amount of the Commitment of such Bank, and for each Bank increasing its Commitment, a replacement Note payable to such Bank, in the principal amount of the increased Commitment of such Bank. Each such Note shall be dated the effective date of the pertinent New Bank Agreement or Commitment Increase Agreement. In the event a replacement Note is issued to a Bank, such Bank shall ▇▇▇▇ the original note as “REPLACED” and shall return such original Note to the Co-Borrowers. Upon execution and delivery to the Agent of the Note and the execution by the Agent of the relevant New Bank Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Bank” hereunder with a Commitment as specified therein, or such existing Bank’s Commitment shall increase as specified therein, as the case may be, and the Agent shall notify the Co-Borrowers and all Banks of such addition or increase, and the final allocations thereof, and provide a revised Schedule 2.01 reflecting such additions or increase together with a schedule showing the revised Working Capital Advance Cap, Maximum Working Capital Advance Cap, Bridge Advance Cap, Maximum Bridge Advance Cap and L/C Cap as increased pursuant to Section 2.02(b) below. (iv) Notwithstanding anything to the contrary in this Section 2.02(a), the Banks having Commitments hereunder at the time any such increase is requested shall have the first right, but shall not be obligated, to participate in such increase by agreeing to increase their respective Commitments by their Credit Percentage to the extent of such increase. The Agent shall not, and shall not be obligated to, permit any financial institutions that do not have, at that time, Commitments hereunder to make commitments for portions of the requested increase not assumed by the Banks having Commitments hereunder until each of such Banks have agreed to increase their Commitments or declined to do so. To facilitate the Banks’ right of first refusal, HoldCo shall, by written notice to the Agent (which shall promptly deliver a copy to each Bank) given not less than 15 days prior to the requested effective date of the increase in Commitments (the “Increase Effective Date”) of any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstandingrequest that the Banks increase their Commitments. Each Bank shall, by notice to HoldCo and the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) Agent given not later than 15 days following receipt of HoldCo’s request, advise HoldCo whether or not it will increase its Commitments as of the Increase Effective Date. Any Bank that has not so advised HoldCo and (ii) may, at its or their option, fund the Agent by such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans day shall be made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect deemed to the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant have declined to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments of the existing Class A Lenders. The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to Section 2.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section unless (i) on the effective date of such increase, the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Class A Lenders) documents consistent with those delivered on the Restatement Effective Date under clauses (c) and (d) of Section 6 of the Amendment and Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect agree to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an in its Commitment. The decision to increase in an amount at least equal to the amount of such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) its Commitment hereunder shall be at least 1.75:1.00the sole discretion of each Bank.

Increase in Commitments. (a) The BorrowerBorrower may, by written notice to the Administrative AgentAgent in substantially the form of Exhibit “D”, may request that the Class Tranche A Commitments and the Tranche B Commitments be increasedincreased by an aggregate amount not to exceed $400,000,000; provided that the aggregate amount Borrower may not make more than 3 such requests and each request shall be to increase both Classes of Commitments by which the Class A Commitments are increased pursuant to this Section shall not exceed $150,000,000an equal amount. Such notice shall set forth (i) the amount of the requested aggregate increase (which shall be in a minimum aggregate amount of $100,000,000 and (ii) in minimum aggregate increments of $5,000,000 above that amount, in each case, divided equally between the two Classes), and the date on which such increase is requested to become effective (which shall be not less than 10 Business Days or days nor more than 60 days after the date of such notice unless otherwise agreed and which, in any event, must be on or prior to the then applicable Commitment Termination Dates). Upon the receipt of such request by the Borrower and the Administrative Agent), and the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit “E”, which notice will offer each Class A Lender such Bank the opportunity to increase its Commitment of each Class A Commitment, by its Applicable Class A Percentage applicable Pro Rata Share of the proposed increased amountamount for such Class. Each such Class A Lender Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit “F”, given not more than 10 days after the date of the BorrowerAdministrative Agent’s notice, either agree to increase its Class A Commitment, Commitments by all or a portion (provided such portion is divided equally between the Classes) of the offered amount (each Class A Lender Bank so agreeing being an “Increasing LenderBank”) or decline to increase its Class A Commitment such Commitments (and any such Class A Lender Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitmentsuch Commitments) (each such Class A Lender Bank so declining or being deemed to have declined being a “Non-Increasing LenderBank”). For greater certainty, a Bank may only agree to increase both of its Commitments or decline to increase both of its Commitments. In the event that, on the 10th day after the Borrower Administrative Agent shall have delivered a notice pursuant to the first third sentence of this paragraph, the Class A Lenders Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may, at its expense, may arrange for one or more banks or other financial institutions entities (any such bank or other financial institution entity being called an “Augmenting LenderBank”), which may include any Class A LenderBank, to extend Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided provided, however, that each Augmenting LenderBank shall extend or increase Commitments of each Class by an equal amount, if each Augmenting Bank that is not already a Class A Lender hereunder, an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approval approvals shall not be unreasonably withheld or delayed) ), and the Borrower and each Augmenting Lender Bank that is not an existing Bank shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Class A such Augmenting Bank’s Commitment and/or its status as a Class A Lender Bank hereunder. Any such increase in the total Class A Commitments may be made in an amount which that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting LendersBanks. The Borrower and the Administrative Agent shall execute an amendment to Exhibit “H” evidencing the revised Commitments. (b) On Each of the effective date (parties hereto hereby agrees that the “Increase Effective Date”) of Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Class A Commitments pursuant to this Section 2.22 (the “Commitment Increase”), if any Class A Revolving Loans are outstanding2.9, the Borrower Accommodations Outstanding of each Class (iif any) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be made are held by the Class A Lenders ratably Banks in accordance with their respective Applicable Class A Percentage (calculated after giving effect to new applicable Pro Rata Shares. This may be accomplished at the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the Class A Commitments reasonable discretion of the existing Class A Lenders. The payments made pursuant to clause Administrative Agent, following consultation with the Borrower, (i) above by requiring the Accommodations Outstanding of a Class to be prepaid with the proceeds of a new Accommodation, (ii) by causing Non-Increasing Banks to assign portions of their Accommodations Outstanding of a Class to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Accommodations up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in respect of each Eurodollar Loan this clause (b) shall be subject to Section 2.156.3, but shall otherwise be without premium or penalty. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section 2.9 unless (i) on the effective date of such increase, (A) no Default shall have occurred and be continuing or will result from the conditions increase in such Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 4.02 8 shall be satisfied true and correct on and as though a Borrowing were being of the date of the increase in the Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P, Moody’s and DBRS to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the 2024 Effective Date (after giving effect to the incurrence of the Commitment increase or Accommodations, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect dated such date and executed to the incurrence of the applicable Commitment increase or Accommodations, as the case may be) as of the last day of the most recently completed Six Month Period with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by a Financial Officer of the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such Six Month Period, (iiiv) in the event that a proposed increase in the Commitments pursuant to this Section 2.9 would result in the aggregate amount of the increases in Commitments pursuant to this Section 2.9 exceeding $375,000,000, the Administrative Agent shall have received a written confirmation from HMC that, upon and after the increase in the applicable Commitments, all Accommodations Outstanding and all interest hereunder will constitute “Debt” as such term is used in the HMC Support Agreement together with the certifications provided by the Borrower pursuant to Section 7.3(d) and (v) the Administrative Agent shall have received (with sufficient copies for each of all fees to be mutually agreed between the Class A Lenders) documents consistent with those delivered on Borrower and the Restatement Effective Date under clauses (c) and Administrative Agent. (d) of Section 6 of the Amendment and Restatement Agreement as Notwithstanding anything to the corporate power contrary in this Section 2.9, if, at the time that a request is made pursuant to this Section 2.9(a) or prior to the time such request is given effect, a Class of Commitments has been terminated or a Commitment Termination Date has occurred with respect to a Class, such request shall apply with respect to the remaining Class of Commitments and authority of the Borrower to borrow hereunder after giving effect this Section 2.9 shall apply mutatis mutandis to such increase (or, if such documents delivered on the Restatement Effective Date already contemplate an increase in an amount at least equal to the amount of request and any such increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall be at least 1.75:1.00.