Common use of Request for Increase Clause in Contracts

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. Borrower may at any time prior Provided there exists no Default, upon written notice to the applicable Maturity DateAdministrative Agent, so long asthe Borrower, no Event may from time to time, request an increase in the aggregate principal amount of Default the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall have occurred be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be continuing on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in the each case of to any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to requisite consents required under Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested11.06); provided, however, that (x) no existing Lender shall be required to participate in any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 increase and the aggregate principal amount of New Commitments on and after the Closing Date Borrower shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered required to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a any such increase and (y) any Eligible Assignee providing any portion of any such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Commitments and any Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender or other Person approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the New Commitments may elect or decline, in its sole discretion, date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a New Commitmentportion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Upon written notice to the Administrative Agent, the Parent Borrower may at any from time prior to the applicable Maturity Datetime, so long as, no Event of Default shall have occurred and be continuing (subject request an increase in the case aggregate amount of any New the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental Term Loan Commitments (Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental Term Loan Facility and Incremental Revolving Increase are collectively referred to as defined below) established in connection with a Limited Condition Transaction to Section 1.9“Incremental Facilities”), request ; provided that (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 and 25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate principal amount limit in respect of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent increases set forth above (or such lesser period amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases shall be on the same terms as the Revolving Credit Facility, (iii) each Incremental Term Loan Facility shall, subject to clause (ii)(y) of time as may the second proviso to Section 10.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the administrative, technical and operational provisions of such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) and (B) shall specify the identity of time period within which each Lender or other Person that is an Eligible Assignee requested to respond (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion which shall in no event be less than ten Business Days from the date of delivery of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and notice to the amounts of such allocations (but no Lender is obligated to accept such allocationLenders); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. The Borrower may at any time prior by written notice to the applicable Maturity DateAdministrative Agent request, so long asfrom time to time, no Event to increase the aggregate principal amount of Default shall have occurred and be continuing (subject the Facilities to an amount not exceeding $900,000,000 through one or more increases in the case of any New Term Loan Commitments existing Revolving Credit Facility (as defined below) established in connection with a Limited Condition Transaction to Section 1.9)each, request (i) increases of the an “Incremental Revolving Commitment (any such increase, the “New Revolving CommitmentsCommitment”) and/or increases in the principal amount of the Term Loan (iieach, an “Incremental Term Commitment”) and/or the establishment addition of one or more new pari passu tranches of term loan commitments loans (the each an “New Incremental Term Loan Commitments” andFacility”; each Incremental Term Loan Facility, together with the New Incremental Revolving Commitments, the Commitment and Incremental Term Commitment are collectively referred to as “New Incremental Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, provided that (i) any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 and 50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate principal amount limit in respect of New Commitments on the Facilities set forth above) and after (ii) the Closing Date shall not exceed the New Commitment CapBorrower may make a maximum of three such requests. Each such notice from the Borrower pursuant to this Section 2.15 shall specify (Ai) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Incremental Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Business Days after the date on which such notice is delivered to the Administrative Agent (or such lesser period of time as may be agreed to by the Agent“Notice Period”) and (Bii) the identity of each Lender or and each other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom the Borrower proposes any portion of such New Revolving Incremental Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts amount of such allocations (but no Incremental Commitments being requested from each such Lender is obligated to accept such allocation)and Eligible Assignee; provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Incremental Commitments may elect or decline, in its sole discretion, to provide a New such Incremental Commitment and any Lender not responding within the Notice Period shall be deemed to have declined to provide such Incremental Commitment. The Administrative Agent and the Borrower shall thereafter determine the effective date (each an “Increase Effective Date”) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, Provided there exists no Event of Default shall have occurred and be continuing (subject in the case or Unmatured Event of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9)Default, request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedRevolving Loan Lenders), the Borrower may from time to time, request an increase in the Aggregate Revolving Loan Commitment by an amount (for all such requests) not exceeding $200,000,000 (such amount, the “Maximum Revolving Credit Increase”); provided, however, provided that any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 25,000,000 and in increments of $5,000,000 in excess thereof or, if less, the aggregate principal amount entire remaining unused Maximum Revolving Credit Increase. At the time of New Commitments on and after sending such notice, the Closing Date Borrower (in consultation with the Administrative Agent) shall not exceed specify the New Commitment Captime period within which each Revolving Loan Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Revolving Loan Lender shall notify the Administrative Agent within such notice shall specify (A) the date (eachtime period whether or not it agrees to increase its Revolving Loan Commitment and, if so, whether by an “Increased Amount Date”) on which Borrower proposes that the New amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Commitments or New Term Loan Commitments, as applicable, Lender not responding within such time period shall be effective, which deemed to have declined to increase its Revolving Loan Commitment. The Administrative Agent shall notify the Borrower and each Revolving Loan Lender of the Revolving Loan Lenders’ responses to each request made hereunder. Such increase shall be provided by existing Revolving Loan Lenders that, in response to a date not less than 10 Banking Days after request of the date on which Borrower in each such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New existing Revolving Loan Lender” or “New Term ’s sole discretion, agree to so increase their Revolving Loan Lender”Commitments and/or, as applicable) subject to whom Borrower proposes any portion the approval of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated the Administrative Agent and the amounts of such allocations Issuing Lenders (but no Lender is obligated which approvals shall not be unreasonably withheld), by Eligible Assignees that become Revolving Loan Lenders pursuant to accept such allocation)a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an the Commitment of each Eligible Assignee the opportunity to participate shall be in all or a portion minimum amount of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment$5,000,000.

Request for Increase. The Borrower may at request an increase in Commitments from time to time upon notice to Administrative Agent, as long as the requested increase is offered on the same terms as existing Commitments. Administrative Agent may accept or reject any time prior to request by the applicable Maturity Date, so long as, no Event of Default shall have occurred Borrower for an increase in Commitments in its sole and be continuing (subject in absolute discretion. If the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of Administration Agent accepts the Revolving Commitment (any such proposed increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by Borrower shall deliver a formal written notice to the Administrative Agent in writing the form of the amount of such proposed increase Exhibit D (such notice, a an “Incremental Loan Commitment Increase Notice”) (), pursuant to which shall promptly notify the Borrower will request the Lenders being requestedto increase their Commitments (each an “Incremental Loan Commitment”) in an aggregate amount as mutually agreed between the Administrative Agent and the Borrower (the “Incremental Loan Amount”); provided, however, that (i) any such request pursuant to a for an Incremental Loan Commitment Increase Notice shall be in the a minimum amount of $10,000,000 or such lesser amount equal to the remaining Incremental Loan Amount and increments of $5,000,000 (each an “Incremental Loan Commitment Increase”), (ii) no request for an Incremental Loan Commitment may be made after the aggregate principal end of the Availability Period, (iii) the Borrower shall provide to the Lenders such information that is reasonably required by the Lenders to evaluate the request for an Incremental Loan Commitment and (iv) on the date of any request by the Borrower for an Incremental Loan Commitment Increase the conditions set forth in Section 2.9(e)(i), (ii), (iii) and (iv) shall have been satisfied. An Incremental Loan Commitment Increase Notice shall set out the amount of New Commitments on the Incremental Loan Commitment requested and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered Incremental Loan Commitments are requested to be effective (each an “Incremental Loan Increase Date”), which shall not be less than thirty (30) days nor more than forty-five (45) days after the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion date of such New Revolving Commitments or New Term notice. Any Incremental Loan CommitmentsCommitment shall be a commitment to make loans with the same principal terms as the Loans, as applicableincluding the same interest rate, be allocated Applicable Margin and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitmentmaturity date.

Request for Increase. Borrower may at any time prior to the applicable Maturity DateProvided there exists no Default, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedapplicable Lenders), the Company may from time to time after the Closing Date, request a simultaneous increase in the Aggregate Revolving Commitments, the Aggregate New Vehicle Floorplan Facility Commitments and the Aggregate Used Vehicle Floorplan Commitments by an aggregate amount (for all such requests) not exceeding the amount equal to the sum of (A) the amount that would make the Consolidated Secured Leverage Ratio equal to 2.00 to 1.00 (assuming that any increase in the Revolving Commitments is fully drawn) plus (B) $350,000,000; provided, however, provided that (i) any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 25,000,000, (ii) the Company may make a maximum of two such requests in any fiscal year, (iii) any increase in a Lender’s Commitments will be allocated pro rata to the Revolving Credit Facility, the New Vehicle Floorplan Facility and the aggregate principal Used Vehicle Floorplan Facility, (iv) the Revolving Credit Facility, the New Vehicle Floorplan Facility and the Used Vehicle Floorplan Facility shall be increased by a pro rata amount which results in approximately the same ratio of New Commitments on commitments existing between the Revolving Credit Facility and after the Floorplan Facilities as of the Closing Date Date, (v) after giving effect to such increase, no more than 20% of the Aggregate Floorplan Facility Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments and (vi) Revolving Commitments shall not exceed 20% of the New Commitment CapAggregate Commitments then in effect. Each At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocationLenders); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. Upon written notice to the Administrative Agent, the Borrower may at any from time prior to the applicable Maturity Datetime, so long as, no Event of Default shall have occurred and be continuing (subject request an increase in the case aggregate amount of any New the Facilities to an amount not exceeding $1,325,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Commitment (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term Loan Commitments Facility (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as defined below) established in connection with a Limited Condition Transaction to Section 1.9“Incremental Facilities”), request ; provided that (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 and 25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate principal amount limit in respect of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent increases set forth above (or such lesser period amount as the Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Class of time the Facilities being increased, and (iii) all incremental commitments and loans provided as may part of an Additional TL Tranche shall be on terms agreed to by the AgentBorrower and the Lenders providing such Additional TL Tranche; provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of any then existing Term Facility and (y) if the terms of such Additional TL Tranche (other than final maturity) are not the same as the terms of the Term Loan or a then existing Additional TL Tranche, such new Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Borrower may approach any Lender or any Person that meets the requirements to be an Assignee under Section 12.6(b)(i) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicableii)(B) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of the requested increase; provided that (x) any such New Commitments and any such Lender offered or other Person approached to provide all or a portion of the New Commitments requested increase may elect or decline, in its sole discretion, to provide all or a New Commitmentportion of such increase, (y) no Person approached shall become a Lender without the written consent of the Administrative Agent, the Letter of Credit Issuers and the Swing Line Lender, in each case, if required pursuant to Section 12.6(b) and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders).

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may may, at any time prior and from time to time after the applicable Maturity Closing Date, so long as, no Event request to increase the aggregate amount of Default shall have occurred and be continuing (subject the Facilities to an amount not exceeding $225,000,000 by requesting an increase in the case Term Facility (each such increase, an “Incremental Term Increase”) or establishing a new (or increasing an existing) tranche of any New pari passu term facility (each an “Incremental Term Loan Commitments (Facility”; each Incremental Term Loan Facility and Incremental Term Increase are collectively referred to as defined below) established in connection with a Limited Condition Transaction to Section 1.9“Incremental Facilities”), request ; provided that (i) increases of each Incremental Term Increase shall be on the Revolving Commitment (any such increasesame terms as the Term Facility, the “New Revolving Commitments”) and/or (ii) the establishment terms and conditions of one or more new term loan commitments (the “New each Incremental Term Loan Commitments” andFacility, together subject to clause (i) of the last proviso to Section 10.01, if applicable, will be determined by the Borrower and the lenders under such Incremental Term Loan Facility, and if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent, and (iii) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the New Revolving Commitments, Administrative Agent) shall specify the “New Commitments”time period within which each Lender is requested to respond (which shall in no event be less than ten (10) by Business Days from the date of delivery of such notice to the Agent in writing of Lenders). Each notice from the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request Borrower pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice this Section 2.16(a) shall specify (Ai) the date (each, whether it proposes an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments Incremental Term Increase or New an Incremental Term Loan CommitmentsFacility, as applicable(ii) if it proposes an Incremental Term Loan Facility, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) proposed terms thereof and (Biii) the identity of each Lender or other Person that is an and each Eligible Assignee (each, a “New Revolving Loan Lender” that it has approached or “New Term Loan Lender”, as applicable) proposes to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated approach to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of such Incremental Facility (subject in each case to any requisite consents required under Section 10.06). At the time of sending such New Commitments and any notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or other Person not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of the New Commitments such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New CommitmentLender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, Provided that no Event of Default shall have occurred and be continuing (subject in is then continuing, upon written notice to the case of Administrative Agent, the Borrower may, at any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction time and from time to Section 1.9)time, request (i) increases elect to increase the aggregate principal amount of the Facilities to an amount not exceeding $1,150,000,000 by increasing the Revolving Commitment Credit Facility, by increasing the Term Facility and/or by implementing a new term facility on substantially the same terms as the Term Facility (any other than (x) economic terms and (y) the maturity date thereof, which may in no event be earlier than the fourth anniversary of the Closing Date, each of which shall be determined by the Borrower and the Lenders with respect to such increase, new Term Facility) (and after the Increase Effective Date with respect thereto all references to the “New Revolving Commitments”) and/or (ii) the establishment of one or more Term Facility” herein and in any other Loan Documents shall include such new term loan commitments facility (each such tranche or new term facility, an “Incremental Facility”, and after the Increase Effective Date with respect thereto all references to the “Term Facility” herein and in any other Loan Documents shall include such new term facility (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New CommitmentsFacility”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested)); provided, however, provided that any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (25,000,000 or such lesser period of time as may be other amount reasonably agreed to by the Borrower and the Administrative Agent) . Each notice from the Borrower pursuant to this Section 2.15 shall specify the Facility that it proposes to increase or if it proposes to add a New Term Facility and (B) the proposed terms of the New Term Facility and the identity of each Lender or other Person that is an and each Eligible Assignee (each, a “New Revolving Loan Lender” that it has or “New Term Loan Lender”, as applicable) proposes to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated approach to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06). Each designated existing Lender shall notify the Administrative Agent within 20 Business Days whether or not it agrees to provide all or a portion of such New Commitments and any increase and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any existing Lender or other Person approached to provide all or a portion of the New Commitments such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable Facility offered to it. Any designated Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment or its Term Loan, or to provide any of the New CommitmentTerm Facility, as applicable. Any Eligible Assignee providing any portion of such increase in the applicable Facility that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. Incremental Facilities may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide, and the Borrower shall have no obligation to offer any existing Lender the opportunity to provide any commitment for, Incremental Facilities) or any additional Lender pursuant to Section 11.06(b), in each case on terms permitted under this Section 2.15(b); provided that the Administrative Agent shall have consented (in each case, such consent not to be unreasonably withheld, delayed or conditioned) to any additional Lender’s providing such Incremental Facilities if such consent by the Administrative Agent would be required under Section 11.06(b) for an assignment of Incremental Facilities to such additional Lender.

Request for Increase. The Borrower may may, at any time prior and from time to the applicable Maturity Date, so long as, time (but in no Event event more than once during each fiscal year of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9Borrower), request (i) increases of the Revolving Commitment (any such increaserequest, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative Agent, the Administrative Agent’s approval of an increase of the total Commitments (a “Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Commitment Increase. Within twenty (20) days of such request, the Administrative Agent in writing shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Commitment Increase, then the total Commitment may be so increased (up to the amount of such proposed approved Commitment Increase) by having one or more New Lenders increase the amount of their then existing Commitments or become Lenders, provided however that approval by the Administrative Agent is not a commitment by the Administrative Agent to increase its Commitment or to find New Lenders. Any Commitment Increase shall be subject to the following limitations and conditions: (i) any increase (such noticein the aggregate) in the total Commitment and the amount (in the aggregate) of any new Commitment and/or any amount (in the aggregate) of any increase in the Commitment of any New Lender, a “Commitment Increase Notice”) shall not be less than $1,000,000 (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice and shall be in the minimum amount integral multiples of $10,000,000 500,000 if in excess thereof); (ii) no Commitment Increase pursuant to this Section 2.20 shall increase the total Commitment to an amount in excess of $100,000,000; (iii) the Borrower and each New Lender shall have executed and delivered a Commitment and Acceptance and the aggregate principal amount of New Commitments on Administrative Agent shall have accepted and after executed the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify same; (Aiv) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is have executed and delivered to the Administrative Agent (such Note or such lesser period of time Notes as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments Lender shall request to reflect such Commitment Increase; (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the form of opinion provided for in Section 4.01, modified to apply to the Commitment Increase and any each Note and Commitment and Acceptance executed and delivered in connection therewith); (vi) all Guarantors shall have consented in writing to the Commitment Increase and shall have agreed that their Guaranties continue in full force and effect; and (vii) the Borrower and each New Lender shall otherwise have executed and delivered such Lender or other Person approached instruments and documents, including but not limited to provide all or a portion modifications of the New Commitments may elect or declineMortgages, Security Agreement, Pledge of Equity Interests to, among other things reflect the Commitment Increase, as the Administrative Agent shall have reasonably requested in its sole discretion, connection with such Commitment Increase. The form and substance of the documents required under clauses (iii) through (vii) above shall be acceptable to the Administrative Agent. The Administrative Agent shall provide a New Commitmentwritten notice to all of the Lenders hereunder of any Commitment Increase.

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request Provided that (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or there exists no Default and (ii) the establishment Borrower shall be in compliance with the covenants contained in Section 5.04 (as determined on a Pro Forma Basis, (x) after giving full effect to the incurrence of the requested Incremental Facility, and (y) assuming for such purposes that all Incremental Revolving Credit Commitments under all previously incurred and then-outstanding Incremental Revolving Credit Facilities, and all Incremental Revolving Credit Commitments under the requested Incremental Revolving Facility (if any), are fully drawn), upon written notice to the Administrative Agent, the Borrower may, from time to time, on the terms and conditions set forth in the applicable Incremental Assumption Agreement, request (x) an increase in the Revolving Credit Facility (each an “Incremental Revolving Credit Facility”), (y) the upsizing of an existing Incremental Term Facility or the creation of one or more new term loan commitments facilities (the each an “New Incremental Term Loan CommitmentsFacility” and, together with the New any Incremental Revolving CommitmentsCredit Facility, the an “New CommitmentsIncremental Facility”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice in no event shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and all Incremental Facilities incurred after the Closing Date shall not exceed the New Commitment CapIncremental Amount at such time; provided, further that any such request for an Incremental Facility shall be in a minimum amount of $25,000,000. Each If the Borrower elects to request that existing Revolving Credit Lenders participate in an Incremental Facility, then at the time of sending such notice, the Borrower shall request that the Administrative Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocationCredit Lenders); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. Upon written notice to the Administrative Agent, the Borrower may at any from time prior to the applicable Maturity Datetime, so long as, no Event of Default shall have occurred and be continuing (subject request an increase in the case aggregate amount of any New the Facilities to an amount not exceeding $1,675,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Commitment (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term Loan Commitments Facility (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as defined below) established in connection with a Limited Condition Transaction to Section 1.9“Incremental Facilities”), request ; provided that (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 and 25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate principal amount limit in respect of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent increases set forth above (or such lesser period amount as the Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Class of time and, if applicable, the Tranche of, the Facilities being increased, and (iii) all incremental commitments and loans provided as may part of an Additional TL Tranche shall be on terms agreed to by the AgentBorrower and the Lenders providing such Additional TL Tranche; provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of any then existing Facility and (y) if the terms of such Additional TL Tranche (other than final maturity) are not the same as the terms of the Term Loan or a then existing Additional TL Tranche, such new Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Borrower may approach any Lender or any Person that meets the requirements to be an Assignee under Section 12.6(b)(i) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicableii)(B) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of the requested increase; provided that (x) any such New Commitments and any such Lender offered or other Person approached to provide all or a portion of the New Commitments requested increase may elect or decline, in its sole discretion, to provide all or a New Commitmentportion of such increase, (y) no Person approached shall become a Lender without the written consent of the Administrative Agent, the Letter of Credit Issuers and the Swing Line Lender, in each case, if required pursuant to Section 12.6(b) and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders).

Request for Increase. Borrower may at any time prior to Provided there exists no Default, without the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases consent of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by Lenders and upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders), the Borrower may from time to time, request an increase in the Aggregate Credit Facility Amount (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned)) by an amount that will not cause the Aggregate Credit Facility Amount to be greater than the sum of (i) the Aggregate Credit Facility Amount on the Closing Date, plus (ii) $500,000,000; provided, however, provided that any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 25,000,000 (or such other amount as agreed to by the Administrative Agent). Such increase in the Aggregate Credit Facility Amount may be utilized by requesting either (i) additional Revolving Credit Commitments or (ii) the making of additional Term Loans (in one or more tranches of Term Loans). At the time of sending such notice, the Borrower shall specify the nature of such increase (either as a Revolving Credit Commitment or as Term Loans (in one or more tranches of Term Loans)) and may request all or part of such increase from the aggregate principal amount existing Lenders and, if it does so, shall specify (in consultation with the Administrative Agent) the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each delivery of such notice to the Lenders). In the event that the Borrower elects to request such increase as Term Loans, the Borrower (in consultation with the Administrative Agent) shall specify notify the Lenders of the material terms of the Term Loans, including the proposed pricing, maturity, amortization schedule, maximum number of Interest Periods, permitted Types of Term Loans and other terms customary for Term Loans, provided, however that (A) the maturity date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New for such Term Loan Commitments, as applicable, Loans shall not be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered prior to the Agent (or such lesser period of time as may be agreed Maturity Date with respect to by the Agent) Revolving Credit Facility and (B) such Term Loans not require prepayment other than (i) as otherwise required pursuant to this Agreement and (ii) scheduled amortization in excess of 5% of the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion aggregate initial principal amount of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentLoans per annum.

Request for Increase. The Borrower may at any time prior seek expressions of interest from the Lenders to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan provide on a pro rata basis new Delayed Draw Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the each an “New Revolving CommitmentsIncremental Loan Commitment”) and/or from time to time by delivery of an updated Base Case Model (iiin accordance with Section 3.03(b)) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by and written notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a an “Incremental Loan Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that that: (i) any such request pursuant to a for an Incremental Loan Commitment Increase Notice shall be in the a minimum principal amount of $10,000,000 and the aggregate a maximum principal amount equal to the lesser of New Commitments on (A) an amount that would result in the updated Base Case Model showing pro forma compliance with the Debt Sizing Parameters and (B) $75,000,000; provided, that the amount of any Incremental Loan Commitment approved by the Lenders shall be determined by each of them in their sole discretion; (ii) no request for an Incremental Loan Commitment may be made after the Closing Date end of the Availability Period; (iii) the Borrower shall not exceed provide to the New Administrative Agent such information that is reasonably requested by the Administrative Agent or any Lender to evaluate the request for an Incremental Loan Commitment; (iv) on the date of any request by the Borrower for an Incremental Loan Commitment, the conditions set forth in Section 3.03(a), (b), (c) and (d) shall have been satisfied. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. An Incremental Loan Commitment Cap. Each such notice Increase Notice shall specify set out (A) the date amount of the Incremental Loan Commitment requested, (each, an “Increased Amount Date”B) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such Incremental Loan Commitments are requested to be effective (each an “Incremental Loan Increase Date”), which shall not be less than sixty (60) days nor more than one hundred and twenty (120) days after the date of such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (BC) the identity of each Lender or requested maturity date, upfront fees, margin, commitment fees and other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion terms applicable in respect of such New Revolving Commitments or New Term Incremental Loan Commitments, as applicable, be allocated Commitment and the amounts Delayed Draw Term Loans contemplated to be made in respect of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Incremental Loan Commitment.

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by Upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders); provided, however, that at any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and time after the Closing Date, the Company may request additional 152302503 Commitments (each an “Additional Commitment” and all of them, collectively, the “Additional Commitments”); provided that (x) after giving effect to any such addition, the aggregate amount of Additional Commitments that have been added pursuant to this Section 2.15 after the Amendment No. 2 Effective Date shall not exceed the New Commitment Cap. Each Additional Commitments Limit, (y) any such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, addition shall be effective, which shall be a date in an aggregate amount of not less than 10 Banking Days after the date on which such notice is delivered to the Agent $10,000,000 or any whole multiple of $1,000,000 in excess thereof (or or, in either case, such lesser period of time amount as may be agreed acceptable to by the Administrative Agent) and (Bz) after giving effect to any such addition, the identity aggregate outstanding amount of each Lender Additional Term Loans made to Designated Borrowers that are not U.S. Borrowers shall not exceed, when taken together with the aggregate Outstanding Amount of all Revolving Credit Loans made to Designated Borrowers that are not U.S. Borrowers, $50,000,000. Any loans made in respect of any such Additional Commitments (the “Additional Loans”) may be made, at the option of the Company, by either (i) increasing the Aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Facility, or other Person (ii) creating a new tranche of terms loans (any loans provided pursuant to such additional tranche, the “Additional Term Loans”) (it being understood that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) the Company has the absolute right to whom Borrower proposes any portion of such New Revolving pursue Additional Commitments or New Term Loan Commitments, as applicable, be allocated in accordance with this Section 2.15 and the amounts of such allocations (but no Lender is shall have the ability to block any such pursuit although no Lender shall be obligated to accept such allocationprovide any Additional Commitments); provided that no increase in the Aggregate Revolving Credit Commitments shall (A) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (B) increase the Letter of Credit Sublimit (or change the allocation of the Letter of Credit Sublimit among the L/C Issuers) without the consent of the L/C Issuers or (C) increase the Alternative Currency Sublimit or the Designated Non-U.S. Borrower maySublimit, in its sole discretioneither case, offer to any existing Lender or other Person that is an Eligible Assignee without the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion consent of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentRequired Revolving Lenders.

Request for Increase. Borrower may at any time prior to the applicable Maturity DateUnless a Default or an Event of Default has occurred and is then continuing, so long asas Borrowers shall not have elected to permanently reduce the Commitments hereunder and except as otherwise provided herein, no Event Administrative Borrower may make a maximum of Default shall have occurred two (2) requests that the Lenders increase their Commitments hereunder in minimum increments of $5,000,000 (each such increase, an “Accordion Activation” and be continuing (subject in the case amount of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9each such increase, an “Accordion Amount”), request ; provided that (i) increases of the Revolving Commitment (any Administrative Borrower shall have made such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice request to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders) on or subsequent to the Effective Date but no later than one hundred eighty (180) days prior to the Termination Date, (ii) in no event shall the Commitments be increased pursuant to this Section 2.2(h) by an amount which exceeds, in the aggregate, $25,000,000, (iii) no Default or Event of Default will occur as a result of such Accordion Activation, (iv) no default or event of default will occur under any other agreement of Indebtedness as a result of such Accordion Activation, (v) Borrowers shall pay Agent (for the ratable benefit of the Accordion Lenders, subject to any letter agreement between Agent and the Accordion Lenders), such fees and other compensation as Borrowers, Agent and the Accordion Lenders being requested); providedshall agree based upon current market conditions at the time of such Accordion Activation, however, that and (vi) Borrowers shall pay Agent (solely for its own benefit) such arrangement fees as Borrowers and Agent shall agree. At the time of making any such request pursuant request, Administrative Borrower (in consultation with Agent) shall specify the time period within which each Lender is requested to a Commitment Increase Notice respond (which shall in no event be in less than ten (10) Business Days from the minimum amount date of $10,000,000 and the aggregate principal amount delivery of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocationLenders); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, Provided there exists no Event of Default shall have occurred or Potential Default, and be continuing (subject to compliance with the terms of this Section 2.16, the Borrowers may by delivering to the Administrative Bank an Uncommitted Tranche Request, request temporary increases in the case of any New Term Loan Commitments Maximum Commitment, which increases shall be effectuated in separate uncommitted tranches (as defined below) established in connection with a Limited Condition Transaction to Section 1.9each such temporary increase, an “Uncommitted Increase Tranche”), request ; provided that (i) increases of the Revolving Commitment (any each such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Uncommitted Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice Tranche shall be in the a minimum amount of $10,000,000 and in $2,500,000 increments thereof, or such lesser amount to which the aggregate principal amount consent of New Commitments on and after the Closing Date Administrative Bank has been obtained (each such increase, shall not exceed be referred to herein as an “Uncommitted Increase”), (ii) the New Maximum Commitment Cap. Each such notice shall specify as increased by (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) any Uncommitted Increase Tranche and (B) all Facility Increases pursuant to Section 2.15 and this Section 2.16 hereto shall not exceed $140,000,000 at any one time, (iii) there shall be no more than three (3) Uncommitted Increase Tranches outstanding at any one time and (iv) no Uncommitted Increase Loans shall be funded until such time as the identity Borrower shall have drawn Loans in an amount up to the Maximum Commitment pursuant Section 2.15 hereof. For the avoidance of each Lender or other Person that is an Eligible Assignee (eachdoubt, a “New Revolving Loan Lender” or “New Term Loan Lender”, any Uncommitted Increase will be on the same terms as applicable) contained herein with respect to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation)Credit Facility; provided that Borrower mayin the case of any Uncommitted Increase Tranche, the Uncommitted Increase Maturity Date of such Uncommitted Increase Tranche shall be on or prior to the last day of the calendar quarter in its sole discretionwhich such Uncommitted Increase Tranche was effectuated; provided further that in the case of any Uncommitted Increase Loan under any Uncommitted Increase Tranche, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion stated maturity date of any such New Commitments Uncommitted Increase Loan shall be on or prior to the last day of the calendar quarter in which such Uncommitted Increase Loan is funded, and any such Lender Uncommitted Increase Maturity Date for an Uncommitted Increase Tranche shall occur on or other Person approached prior to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.Stated Maturity Date..

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may may, at any time prior and from time to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9)time, request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments the Revolving Credit Facility and/or by establishing a new (or increasing an existing) pari passu term facility (on terms and after conditions to be determined by the Borrower and the lenders under such new term facility and consented to by the Administrative Agent, provided that in no event may the maturity date of any term facility established pursuant hereto be earlier than the fourth anniversary of the Closing Date Date), such that after giving effect to such increase, the sum of (i) the Revolving Credit Facility and (ii) the aggregate amount of all commitments and outstanding loans in respect of term facilities under this Agreement shall not exceed the New Commitment Cap. Each $1,250,000,000; provided that any such notice shall specify (A) the date (each, request for an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, increase shall be effective, which shall be in a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (minimum amount of $25,000,000 or such lesser period of time as may be amount reasonably agreed to by the Borrower and the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.16(a) shall specify (i) whether it proposes to increase the Revolving Credit Facility, increase an existing term loan facility and/or add a new term loan facility, (ii) if it proposes to add a new term loan facility, the proposed terms of the new term facility and (Biii) the identity of each Lender or other Person that is an and each Eligible Assignee (each, a “New Revolving Loan Lender” that it has approached or “New Term Loan Lender”, as applicable) proposes to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated approach to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06). At the time of sending such New Commitments and any notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or other Person not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of the New Commitments such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New CommitmentLender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. As long as no Event of Default has occurred and is continuing, the Borrower may shall have the option, at any time prior to the applicable Maturity DateRevolving Credit Termination Date after the Separate Revolving Credit Facility has been terminated, so long asby giving written notice thereof to the Administrative Agent and each of the Lenders not less than thirty (30) days prior to the proposed effective date of the requested increase, no Event to request that the Lenders increase the Aggregate Revolving Credit Commitment by up to $100,000,000, it being understood and agreed that the separate consent of Default the Administrative Agent will not be a condition to the Borrower's right to request such an increase from the Lenders. Upon such a request to the Lenders, each Lender shall have occurred the right to increase its Revolving Credit Commitment pro rata based on the amount of the requested increase to the Aggregate Revolving Credit Commitment, but no Lender shall have any obligation to increase its Revolving Credit Commitment. No Lender shall have agreed to increase its Revolving Credit Commitment, or shall be deemed to have agreed to increase its Revolving Credit Commitment, unless and be continuing (subject until it has delivered a signed writing to that effect to the Borrower and the Administrative Agent. In the event that the Borrower requests an increase in the case of any New Term Loan Commitments (Aggregate Revolving Credit Commitment as defined below) established in connection with a Limited Condition Transaction to Section 1.9)provided above, request (i) increases but one or more of the existing Lenders declines to increase its Revolving Credit Commitment (any such by its pro rata share of the requested increase, the “New Borrower shall nonetheless have the option to increase the Aggregate Revolving Commitments”) and/or (ii) Credit Commitment by up to $100,000,000 by causing one or more of the establishment of existing Lenders not so declining to increase its or their Revolving Credit Commitments in an aggregate amount equal to the requested increase, by causing one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice Lenders acceptable to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”acceptance not to be unreasonably withheld) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be provide Revolving Credit Commitments in the minimum an aggregate amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered equal to the Agent (requested increase and to be added as Lenders under this Agreement or by obtaining sufficient increased Revolving Credit Commitments from such lesser period of time as may be agreed existing Lenders and new Revolving Credit Commitments from such new Lenders in an aggregate amount equal to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitmentrequested increase.

Request for Increase. Borrower may Provided there exists no Default, the Company may, at any time prior and from time to time, request, by notice to the Administrative Agent, the Administrative Agent’s approval of an increase of the aggregate Revolving Commitments (a “Revolving Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Revolving Commitment Increase. The Administrative Agent shall notify all the Lenders of any such request and provide them the first right to participate in the same proportions that their respective Applicable Percentages bear to those of all the Lenders who elect to participate therein. Within twenty (20) days of such request, the Administrative Agent shall advise the Company of its approval or disapproval of such request; failure to so advise the Company shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the aggregate Revolving Commitments may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Lenders increase the amount of their then existing Revolving Commitments and, if the existing Lenders do not choose to participate to the extent necessary for the applicable Maturity DateRevolving Commitment Increase to be provided entirely by the existing Lenders, so long asby having one or more new banks or financial institutions become the Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and conditions: any Revolving Commitment Increase shall not be less than $10,000,000 (and shall be in integral multiples of $10,000,000 if in excess thereof); no Revolving Commitment Increase shall increase the aggregate Revolving Commitments to an amount in excess of $250,000,000; the provisions of Section 9.04(b) shall apply in respect of any Increasing Lender that is not a Lender before the Revolving Commitment Increase, no Event as if such Increasing Lender were an assignee of Default a Revolving Commitment, the Borrowers shall have occurred executed and be continuing delivered to the Administrative Agent such Note or Notes as the applicable Increasing Lender requests to reflect such Revolving Commitment Increase (subject or, in the case of any New Term Loan Commitments a new Lender, such Lender’s Revolving Commitment); the Company shall have delivered a certificate executed by an Authorized Officer of the Company and dated the effective date of such Revolving Commitment Increase, to the effect that the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such Revolving Commitment Increase and attaching resolutions of the Borrowers approving such Revolving Commitment Increase); the Subsidiary Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their respective Subsidiary Guaranties continue in full force and effect; and the Company, the Subsidiary Guarantors and each Increasing Lender shall have executed and delivered such other instruments and documents as defined below) established the Administrative Agent shall have reasonably requested in connection with a Limited Condition Transaction to Section 1.9)such Revolving Commitment Increase, request (i) increases in the case of the documents required under clauses (iv) through (vii) above, in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall provide written notice to all of the Lenders hereunder of any Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentIncrease.

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, Provided no Default or Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9)then exists or would arise therefrom, request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by upon notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedapplicable Lenders), the Lead Borrower may from time to time request an increase in the Commitments by an amount (for all such requests) not exceeding $300,000,000 (a “Commitment Increase”), which may be allocated to (i) increase the Domestic Revolving Commitments (a “Domestic Revolving Commitment Increase”), (ii) establish the European Sub-Facility (as defined below) (a “European Sub-Facility Request”) and/or (iii) establish the FILO Facility (as defined below) (a “FILO Facility Request”); provided, however, provided that (i) any such request pursuant to for a Commitment Increase Notice shall be in the a minimum amount of $10,000,000 25,000,000 and indicate if the Lead Borrower is requesting a Domestic Revolving Commitment Increase, a FILO Facility Request or a European Sub-Facility Request, and (ii) the Borrowers may make a maximum of four (4) such requests. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the Persons to whom such requested increase is to be made (such Persons so specified, collectively, the “Designated Commitment Increase Lenders”) and the aggregate principal amount time period within which each such Person is requested to respond (the “Commitment Increase Response Period”) (which shall in no event be less than ten (10) Business Days from the date of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each delivery of such notice shall specify (A) the date (eachto such Persons, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser longer period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, Agent in its sole discretion). To the extent any Designated Commitment Increase Lender is not then a Lender, offer such Designated Commitment Increase Lender shall be subject to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion approval of the New Commitments may elect Agent, the L/C Issuer and the Swing Line Lender (which approval shall not be unreasonably withheld, conditioned or decline, in its sole discretion, to provide a New Commitmentdelayed).

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by Upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders), the Borrowers may from time to time request one or more new term loans (the “Additional Term Loans”), which Additional Term Loans will be a new tranche of term loans under this Agreement, or one or more Additional Revolving Loan Commitments; provided, however, provided that (i) both at the time of any such request pursuant and upon the effectiveness of any Additional Loan Joinder Agreement referred to a Commitment Increase Notice below, no Event of Default or Default exists or would exist after giving effect thereto, (ii) the Borrowers shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments compliance with Section 7.11 on and after the Closing Date shall not exceed the New Commitment Cap. Each a Pro Forma Basis, as if such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Additional Term Loans or Additional Revolving Commitments or New Term Loan Commitments, as applicable, had been outstanding and fully borrowed on the last day of such Test Period, (iii) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the Term Loans outstanding prior to such proposed incurrence of Additional Term Loans (the “Outstanding Term Loans”), (iv) the applicable yield with respect to any Additional Term Loans shall be effectivedetermined by the Borrowers and the Lenders of the Additional Term Loans; provided that in the event that the applicable yield for any Additional Term Loans is greater than the applicable yield for the Outstanding Term Loans by more than 0.50%, which then the applicable yield for the Outstanding Term Loans shall be a date not less than 10 Banking Days after the date on which such notice is delivered increased to the Agent extent necessary so that the applicable yield for the Additional Term Loans is not more than 0.50% higher than the applicable yield for the Outstanding Term Loans; provided, further, that, solely for purposes of determining the applicable yield with respect to Additional Term Loans or Outstanding Term Loans pursuant to this clause (iv), (x) the applicable yield with respect to any Additional Term Loans or Outstanding Term Loans shall be deemed to include all upfront or similar fees or original issue discount (“OID”) payable by the Borrowers to the Lenders providing such Additional Term Loans or such Outstanding Term Loans (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Arrangers (or such lesser period their Affiliates) in connection with the Outstanding Term Loans or to one or more arrangers (or their Affiliates) of time as may the Additional Term Loans shall be agreed excluded, and (z) if the lowest Eurodollar Rate or lowest Base Rate applicable to the Additional Term Loans is higher than the Eurodollar Rate or Base Rate then applicable to the Outstanding Term Loans, then the Eurodollar Rate and the Base Rate for the Additional Term Loans shall be equated to the Eurodollar Rate and Base Rate then applicable to the Outstanding Term Loans for purposes of determining the applicable yield pursuant to this clause (iv); (v) the applicable yield with respect to any Additional Revolving Loan Commitments shall be determined by the AgentBorrowers and the Lenders of the Additional Revolving Loan Commitments; provided that in the event that the applicable yield for any Additional Revolving Loan Commitments is greater than the applicable yield for the Revolving Loans and Revolving Loan Commitments outstanding prior to such proposed incurrence of Additional Revolving Loan Commitments (the “Outstanding Revolving Loans”), then the applicable yield for the Outstanding Revolving Loans shall be increased to the extent necessary so that the applicable yield for the Additional Revolving Loan Commitments is equal to the applicable yield for the Outstanding Revolving Loans; provided, further, that, solely for purposes of determining the applicable yield with respect to Additional Revolving Loan Commitments pursuant to this clause (v), (x) the applicable yield with respect to any Additional Revolving Loan Commitments shall be deemed to include all upfront or similar fees or OID payable by the Borrowers to the Lenders providing such Additional Revolving Loan Commitments or such Outstanding Revolving Loans (with OID being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Arrangers (or their Affiliates) in connection with the Outstanding Revolving Loans or to one or more arrangers (or their Affiliates) of the Additional Revolving Loan Commitments shall be excluded, and (Bz) if the lowest Eurodollar Rate or lowest Base Rate applicable to the Additional Revolving Loan Commitments is higher than the Eurodollar Rate or Base Rate then applicable to the Outstanding Revolving Loans, then the Eurodollar Rate and the Base Rate for the Additional Revolving Loan Commitments shall be equated to the Eurodollar Rate and Base Rate then applicable to the Outstanding Revolving Loans for purposes of determining the applicable yield pursuant to this clause (v), (vi) the identity terms and conditions of each Lender or other Person that is an Eligible Assignee (each, a “New the Outstanding Revolving Loans shall be identical to the terms and conditions of the Additional Revolving Loan Lender” or “New Term Loan Lender”Commitments; (vii) the Total Net Leverage Ratio as of the last day of the Test Period does not exceed 3.25:1.00 on a Pro Forma Basis, as applicable) to whom Borrower proposes any portion of if such New Additional Term Loans or Additional Revolving Commitments or New Term Loan Commitments, as applicable, had been outstanding and fully borrowed on the last day of such Test Period, (viii) any such request for an increase shall be in a minimum amount of $20,000,000; (ix) the Borrowers may make a maximum of three such requests and (x) the Additional Term Loans and the Additional Revolving Loans shall rank pari passu in right of payment and of security with the Outstanding Revolving Loans and the Outstanding Term Loans. At the time of sending such notice, the Borrowers shall specify the identity of each Eligible Assignee (and any existing Lender) to whom the Borrowers propose any portion of such Additional Term Loans or Additional Revolving Loan Commitments be allocated and the amounts of such allocations allocations; provided, however, that (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to A) any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Additional Term Loans or the Additional Revolving Loan Commitments may elect or decline, in its sole discretion, to provide all or any portion of such Additional Term Loans or to provide a pro rata portion (based on its Pro Rata Share of the outstanding Revolving Loan Commitments) of any Additional Revolving Loan Commitments offered to it and (B) any Eligible Assignee that is not an existing Lender (a “New CommitmentAdditional Lender”) shall be approved by the Administrative Agent and the Borrowers and, in the case of Additional Revolving Loan Commitments only, the Swing Line Lender and the L/C Issuer (such approvals not to be unreasonably withheld or delayed) (each New Additional Lender or existing Lender, an “Additional Lender”).

Request for Increase. Provided there exists no Event of Default, and no Event of Default would be caused thereby and the Total Revolving Credit Commitment has not been previously reduced in accordance with Section 2.13 hereof, upon notice to the Agent and the Lenders, the Borrower may at any on the Closing Date and from time to time thereafter prior to the applicable Revolving Credit Maturity Date, Date request an increase in the Revolving Credit Commitments so long as, after giving effect thereto, the Total Revolving Credit Commitment does not exceed $65,000,000, and no Event of Default such increase shall have occurred and be continuing (subject result in any increase in the case Letter of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of Credit Sublimit or the Revolving Commitment (Swingline Sublimit. The Agent may arrange for any such increaseincrease to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, the an “New Revolving CommitmentsIncreasing Lender”) and/or (ii) the establishment of or by one or more new term loan commitments banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitment or extend a Revolving Credit Commitment, as the “New Term Loan Commitments” andcase may be; provided that each Augmenting Lender shall be subject to the reasonable approval of the Agent and the Borrower, together with and each Increasing Lender and each Augmenting Lender executes documentation in form and content satisfactory to the New Agent to either become a party to this Agreement or reflect the increase of such Lender’s Revolving Credit Commitment under this Agreement. At the time of sending a notice requesting an increase in the Revolving Credit Commitments, the “New Commitments”Agent shall specify the time period within which each Lender is requested to respond which shall in no event be less than ten (10) by Business Days from the date of delivery of such notice to the Agent in writing of the amount of such proposed increase Lenders (such notice, a “Commitment Increase NoticeNotice Period”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by Upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; provided, however, each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $500,000,000; provided that (i) any such request pursuant to a Commitment Increase Notice shall increase must be in the a minimum amount of $10,000,000 5,000,000 and the aggregate principal amount in integral multiples of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent $1,000,000 in excess thereof (or such lesser period of time other amounts as may be are agreed to by the Borrower and the Administrative Agent), (ii) each Incremental Revolving Increase shall be on the same terms (including maturity date) as the Aggregate Commitments and each increase of an existing Incremental Term Loan Facility shall be on the same terms (including maturity date) as such existing Incremental Term Loan Facility, and (iii) the terms and conditions of each newly established Incremental Term Loan Facility, subject to clause (ii) of the last proviso to Section 10.01, if applicable, will be determined by the Borrower and the lenders under such Incremental Term Loan Facility and consented to by, if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) and (B) shall specify the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) Lenders to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the New Commitments may elect or decline, time period within which each such Lender is requested to respond (which shall in its sole discretion, no event be less than ten (10) Business Days from the date of delivery of such notice to provide a New Commitmentsuch Lenders).

Request for Increase. After the Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may at any from time prior to time, (x) request 83 an increase in the Term Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each a “Term Commitment Increase”) to be made available to the applicable Maturity DateBorrower and (y) request an increase in the Revolving Credit Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each a “Revolving Credit Commitment Increase”) to be made available to the Borrower; provided, so long asin either case, no Event that (i) any such Term Commitment Increase shall be in a minimum amount of Default $5,000,000 or increments of $1,000,000 in excess thereof; (ii) any such Revolving Credit Commitment Increase shall have occurred and be continuing in a minimum amount of $2,000,000 or increments of $1,000,000 in excess thereof; (subject iii) except in the case of a bridge loan, the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the Scheduled Maturity Date of the Term Facility, the scheduled maturity date of any New such Term Commitment Increase and/or Revolving Credit Commitment Increase shall be no earlier than the Scheduled Maturity Date of the Term Facility and/or Revolving Credit Facility, as applicable; (iv) the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Commitment Increase (each an “Incremental Term Loan”) shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Facility at the time of the closing of such Term Commitment Increase; (v) solely with respect to any Incremental Term Loan Commitments that is pari passu in right of payment and security with the existing Term Facility, the Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”); provided that, in order to comply with this clause (v) the Borrower may increase the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of such Incremental Term Loan; (vi) except to the extent permitted under this Section 2.14 or otherwise as set forth herein, any such Commitment Increase shall be on terms and pursuant to documentation to be determined by the Borrower and the lender(s) providing such Commitment Increase; provided that the covenants (other than pricing, interest rate floors, discounts, fees and optional redemption provisions) and events of default applicable to such Commitment Increase, taken as a whole, shall either, (x) be mutually reasonably satisfactory to the Administrative Agent and the Borrower or (y) not be materially less favorable (when taken as a whole) to the Borrower than those applicable to the Term Facility (when taken as a whole) or the Revolving Credit Facility (when taken as a whole), as applicable (as defined belowreasonably determined by the Borrower) established in connection with a Limited Condition Transaction to Section 1.9(except for provisions applicable only after the Scheduled Maturity Date of the Term Facility or Revolving Credit Facility, as applicable), request (i) increases unless such covenants and events of default are also added for the benefit of the Revolving Lenders; and (vii) any Commitment (Increase may be available in Dollars or any other currency reasonably acceptable to the Administrative Agent and the Lenders providing such increase, the “New Revolving Commitments”) and/or (ii) Commitment Increase. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments (and revolving credit loans thereunder) or term loan commitments made on an Increase Effective Date that are not fungible for U.S. federal income tax purposes with an existing Class of Revolving Credit Commitments (the “New and Revolving Credit Loans thereunder) or Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan CommitmentsLoans, as applicable, shall be effective, which shall be designated a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period separate Class of time as may be agreed to by the Agent) and (B) the identity Incremental Commitments for all purposes of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitmentthis Agreement.

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request Provided that (i) increases of the Revolving Commitment (any such increasethere exists no Default, the “New Revolving Commitments”) and/or (ii) the establishment Borrower shall be in compliance with the covenants contained in Section 5.04 (as determined on a Pro Forma Basis, (x) after giving full effect to the incurrence of the requested Incremental Facility, and (y) assuming for such purposes that all Incremental Revolving Credit Commitments under all previously incurred and then-outstanding Incremental Revolving Credit Facilities, and all Incremental Revolving Credit Commitments under the requested Incremental Revolving Facility (if any), are fully drawn) and (iii) the incurrence of such Debt and the Liens securing such Debt shall be permitted under the Related Documents and all other documents evidencing Debt incurred pursuant to Section 5.02(b)(i)(C), upon written notice to the Paying Agent, the Borrower may, from time to time, on the terms and conditions set forth in the applicable Incremental Assumption Agreement, request (x) an increase in the Revolving Credit Facility (each an “Incremental Revolving Credit Facility”) or (y) the addition of one or more new term loan commitments facilities (the each an “New Incremental Term Loan CommitmentsFacility” and, together with the New any Incremental Revolving CommitmentsCredit Facility, the an “New CommitmentsIncremental Facility”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice in no event shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and all Incremental Facilities incurred after the Closing Date shall not exceed the New Commitment CapIncremental Amount at such time; provided, further that any such request for an Incremental Facility shall be in a minimum amount of $25,000,000. Each If the Borrower elects to request that existing Revolving Credit Lenders participate in an Incremental Facility, then at the time of sending such notice, the Borrower shall request that the Paying Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Paying Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocationCredit Lenders); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. Borrower may If the Available Borrowing Base exceeds $200 million at any time prior to following the applicable Maturity Date, so long as, no Event of Default shall have occurred Closing Date and be continuing (subject the Borrower is in compliance with the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increaseBorrowing Base Requirement, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by Borrower may request an increase in Commitments upon written notice to the Administrative Agent in writing the form of the amount of such proposed increase Exhibit D (each such notice, a “Incremental Loan Commitment Increase Notice”) (), pursuant to which shall promptly notify the Borrower will request the Lenders being requestedto provide on a pro rata basis, or, in the event one or more of the Lenders declines to provide its pro rata share of the requested amount of the increase in commitments pursuant to Section 2.9(b), permit other existing Lenders (on a non-pro rata basis) or New Lenders (defined below) to provide, new Commitments to increase the Total Commitment Amount (each such new Commitment, an “Incremental Loan Commitment”); provided, however, that any such request pursuant to a that: (i) the Incremental Loan Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify set forth (A) the date aggregate amount of the Incremental Loan Commitments requested, (each, an “Increased Amount Date”B) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered Incremental Loan Commitments are requested to be effective (“Incremental Loan Increase Date”), which shall not be less than sixty (60) days after the Agent date of such notice, (or such lesser period of time as may be agreed to by the Agent) and (BC) the identity requested maturity date and interest rate of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) Incremental Loans related to whom Borrower proposes any portion of such New Revolving Commitments or New Term Incremental Loan Commitments, as applicableand (D) the upfront fees the Borrower proposes to pay to participating Lenders in such Incremental Loan Commitment, (ii) all Incremental Loan Commitments hereunder shall not exceed $175,000,000 (the “Incremental Loan Amount”) in the aggregate, [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (iii) any request for an Incremental Loan Commitment shall be allocated and in a minimum amount of (x) $50,000,000 or (y) such lesser amount equal to the amounts Incremental Loan Amount minus the Incremental Loan Commitments granted on or prior to the date of such allocations request, (but no Lender is obligated iv) the terms of each requested Incremental Loan Commitment are identical to accept such allocation); those applicable to the original Commitment, other than with respect to (x) maturity (provided that Borrower maythe Loan Maturity Date of any Incremental Loan shall not be earlier than the Loan Maturity Date of the Initial Loans), (y) interest rates, and (z) upfront fees, (v) if the All-In Yield applicable to such Incremental Loan Commitment shall be greater than the applicable All-In Yield payable with respect to any Loans (other than Incremental Loans made pursuant to such Incremental Loan Commitment) by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in its sole discretionthe proviso below, offer the LIBO Rate or Base Rate floor) with respect to such Loans shall be increased by the applicable Yield Differential; provided, that, if any Incremental Loan Commitments include a LIBO Rate or Base Rate floor that is greater than the LIBO Rate or Base Rate floor applicable to any existing Lender Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause ‎(v) but only to the extent an increase in the LIBO Rate or other Person Base Rate Floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such case the LIBO Rate and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between interest rate floors; provided further that any undrawn or commitment fees applicable to such Incremental Loan Commitments shall be included in the foregoing calculation solely to the extent such fees exceed those applicable to the Loans by more than 50 basis points per annum; (vi) no request for an Incremental Loan Commitment may be made after the end of the Availability Period, (vii) the Borrower shall provide to the Administrative Agent such information that is reasonably requested by the Administrative Agent on behalf of the Lenders to evaluate the request for an Eligible Assignee Incremental Loan Commitment, (viii) on the opportunity to participate date of the request by the Borrower for an Incremental Loan Commitments, the conditions set forth in all or a portion of any such New Commitments and any such Section 2.9(e)(i) shall have been satisfied, and (ix) no Lender or other Person approached shall be obligated to provide all any new or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New additional Commitment.

Request for Increase. The Borrower may at any may, from time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9)time, request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative Agent (x) one or more increases in writing of the amount of such proposed increase Revolving Facility (such noticeeach, a “Commitment Increase NoticeRevolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (which shall promptly notify z) one or more term loan tranches to be made available to the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date Borrower (each, an “Increased Amount DateIncremental Term Loan”) on which Borrower proposes that the New ; each Incremental Term Loan, each Revolving Commitments or New Credit Increase and each Term Loan CommitmentsIncrease, collectively, referred to as applicable, the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases shall not exceed $100,000,000; (ii) any such request for an Incremental Increase shall be effectivein a minimum amount of $20,000,000 and in any increment of $5,000,000 in excess thereof (or a lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase the Swingline Sublimit without the consent of the Swingline Lender; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date then in effect for the Term Facility or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, which shall prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be a date not less than 10 Banking Days paid after the date on which Term Loans by the Lenders providing such notice is delivered Incremental Term Loan) (and any Incremental Term Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other provisions, including any applicable intercreditor agreement, in each case reasonably acceptable to the Administrative Agent (or such lesser period of time as may be agreed to by and the AgentBorrower) and (B) shall have an Applicable Rate or pricing grid as determined by the identity Lenders providing such Incremental Term Loans and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be more restrictive than the corresponding terms set forth in the Term Facility (except to the extent either (A) applicable to all of the other Facilities then in effect or (B) only applicable after the latest Maturity Date of the other Facilities then in effect) or (y) contravene any of the terms of the then existing Loan Documents; and (vii) each Lender or other Person Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is an Eligible Assignee (eachjunior in right of payment, a “New Revolving Loan Lender” or “New Term Loan Lender”prepayment, as applicable) voting and/or security, shall be guaranteed and secured pursuant to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated the Guaranty and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or Collateral Documents on a pari passu basis with the other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentObligations hereunder.

Request for Increase. If no Default or Event of Default shall have occurred and be continuing, Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), Date request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice (x) shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed $100,000,000 and (y) may only be exercised three (3) times by Borrower during the New Commitment Capterm of this Agreement. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Administrative Agent (or such lesser period of time as may be agreed to by the Administrative Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. Borrower may The Company may, at any time and from time to time, request, by notice to the Administrative Agent, the Administrative Agent’s approval of an increase of the Aggregate Revolving Loan Commitments (a “Revolving Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Revolving Commitment Increase. Administrative Agent shall notify all the Lenders of any such request and provide them the first right to participate in the same proportions that their respective Applicable Revolving Loan Percentages bear to those of all the Lenders who elect to participate therein. Within twenty (20) days of such request, the Administrative Agent shall advise the Company of its approval or disapproval of such request; failure to so advise the Company shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the Aggregate Revolving Commitment may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Lenders increase the amount of their then existing Revolving Loan Commitments and, if existing the Lenders do not choose to participate to the extent necessary for the applicable Revolving Commitment Increase to be provided entirely by existing the Lenders, by having one or more new the Lenders become the Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and conditions: (i) any Revolving Commitment Increase shall not be less than $5,000,000.00 (and shall be in integral multiples of $5,000,000.00 if in excess thereof); (ii) no Revolving Commitment Increase shall increase the Aggregate Revolving Loan Commitments to an amount in excess of $175,000,000.00; (iii) the provisions of Section 9.04(b) shall apply in respect of any Increasing Lender that is not a Lender prior to the applicable Maturity DateRevolving Commitment Increase, so long asas if such Increasing Lender were an assignee of a Revolving Loan Commitment, no Event of Default (iv) the Borrowers shall have occurred executed and be continuing delivered to the Administrative Agent such Note or Notes as the applicable Increasing Lender shall request to reflect such Revolving Commitment Increase (subject or, in the case of any New Term Loan Commitments a new Lender, such Lender’s Revolving Commitment); (v) the Company shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 4.01 modified to apply to the Revolving Commitment Increase and each Note executed and delivered in connection therewith); (vi) the Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their Subsidiary Guarantees continue in full force and effect; and (vii) the Company, Subsidiaries and each Lender shall have executed and delivered such other instruments and documents as defined below) established the Administrative Agent shall have reasonably requested in connection with a Limited Condition Transaction to Section 1.9), request (i) increases such Revolving Commitment Increase. The form and substance of the documents required under clauses (iv) through (vii) above shall be fully acceptable to the Administrative Agent. The Administrative Agent shall provide written notice to all of the Lenders hereunder of any Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentIncrease.

Request for Increase. Borrower may at any time prior to From and after the applicable Maturity DateClosing Date provided there exists no Default, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by upon notice to the Administrative Agent in writing of and, if applicable, the amount of such proposed increase (such notice, a “Commitment Increase Notice”) Australian Administrative Agent (which shall promptly notify the U.S. Revolving Sub-facility Lenders being requestedand, if applicable, the Australian Revolving Sub-facility Lenders); provided, howeverthe Company may from time to time, that any such request pursuant (x) commitments (each, an “Incremental Term Increase”) to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and increase the aggregate principal amount of New any existing Term Facility or to establish one or more new Term Facilities (each, an “Incremental Term Facility”) and/or (y) commitments (each, an “Incremental Revolving Increase”) to increase the Revolving Credit Commitments on under any existing Revolving Credit Facility or to establish one or more new revolving facilities (each, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Increase, Incremental Term Facility and after Incremental Revolving Increase, the Closing Date “Incremental Facilities”) not to exceed the Incremental Cap available at the time any such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving Credit Facility or Incremental Revolving Increase shall be subject to the approval of the applicable Facility Administrative Agent, the applicable L/C Issuer and the Swing Line Lender (which approvals shall not exceed be unreasonably withheld, conditioned or delayed) to the New Commitment Capextent the same would be required for an assignment under Section 10.06. Each such notice shall specify (Ai) the date (each, an “Increased Amount Incremental Effective Date”) on which Borrower the Company proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, Incremental Facility shall be effective, which shall be a date not less than 10 Banking ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such lesser shorter period of time as may be agreed to approved by the Administrative Agent) and (Bii) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom the relevant Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, Incremental Facility be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation)allocations; provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments Incremental Facility may elect or decline, in its sole discretion, to provide a New Commitmentsuch Incremental Facility. Each Incremental Facility shall be in an aggregate amount of $25,000,000 or any whole multiple of $5,000,000 in excess thereof (in each case unless the Company and the Administrative Agent otherwise agree) (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Incremental Facilities set forth in above).

Request for Increase. The Borrower may at any time prior by written notice to the applicable Maturity DateAdministrative Agent request, so long asfrom time to time, no Event to increase the aggregate principal amount of Default shall have occurred and be continuing (subject the Facilities to an amount not exceeding $900,000,0001,500,000,000 through one or more increases in the case of any New Term Loan Commitments existing Revolving Credit Facility (as defined below) established in connection with a Limited Condition Transaction to Section 1.9)each, request (i) increases of the an “Incremental Revolving Commitment (any such increase, the “New Revolving CommitmentsCommitment”) and/or increases in the principal amount of the Term LoanA-1 Facility and/or the Term A-2 Facility (iieach, an “Incremental Term Commitment”) and/or the establishment addition of one or more new pari passu tranches of term loan commitments loans (the each an “New Incremental Term Loan Commitments” andFacility”; each Incremental Term Loan Facility, together with the New Incremental Revolving Commitments, the Commitment and Incremental Term Commitment are collectively referred to as “New Incremental Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, provided that (i) any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 and 50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate principal amount limit in respect of New Commitments on the Facilities set forth above) and after (ii) the Closing Date shall not exceed the New Commitment CapBorrower may make a maximum of three such requests. Each such notice from the Borrower pursuant to this Section 2.15 shall specify (Ai) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Incremental Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Business Days after the date on which such notice is delivered to the Administrative Agent (or such lesser period of time as may be agreed to by the Agent“Notice Period”) and (Bii) the identity of each Lender or and each other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom the Borrower proposes any portion of such New Revolving Incremental Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts amount of such allocations (but no Incremental Commitments being requested from each such Lender is obligated to accept such allocation)and Eligible Assignee; provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Incremental Commitments may elect or decline, in its sole discretion, to provide a New such Incremental Commitment and any Lender not responding within the Notice Period shall be deemed to have declined to provide such Incremental Commitment. The Administrative Agent and the Borrower shall thereafter determine the effective date (each an “Increase Effective Date”) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. The Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by written notice to the Administrative Agent in writing of the amount of such proposed request, from time to time, to increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New the Facilities to an amount not exceeding $650,000,000750,000,000 through one or more increases in the existing Revolving Credit Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount DateIncremental Revolving Commitment”) and/or increases in the principal amount of the Term Loan (each, an “Incremental Term Commitment”); provided that (i) any such request for an increase shall be in a minimum amount of $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the Facilities set forth above) and (ii) the Borrower may make a maximum of three such requests. Each notice from the Borrower pursuant to this Section 2.15 shall specify (i) the date on which the Borrower proposes that the New Revolving Incremental Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Business Days after the date on which such notice is delivered to the Administrative Agent (or such lesser period of time as may be agreed to by the Agent“Notice Period”) and (Bii) the identity of each Lender or and each other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom the Borrower proposes any portion of such New Revolving Incremental Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts amount of Incremental Revolving Commitment and/or Incremental Term Commitment being requested from each such allocations (but no Lender is obligated to accept such allocation)and Eligible Assignee; provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Incremental Commitments may elect or decline, in its sole discretion, to provide a New such Incremental Commitment and any Lender not responding within the Notice Period shall be deemed to have declined to provide such Incremental Commitment. The Administrative Agent and the Borrower shall thereafter determine the effective date (each an “Increase Effective Date”) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Provided no Default has occurred and is continuing, the Borrower may may, on any Business Day after the date hereof, without the consent of any Lender but with the written consent of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), increase the Aggregate Commitments by delivering a request therefor at any time least five Business Days prior to the applicable Maturity Date, so long as, no Event desired effective date of Default shall have occurred and be continuing such increase (subject in a) containing a certification of a Responsible Officer of the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request Borrower (i) increases of certifying and attaching the Revolving Commitment resolutions adopted by the Borrower approving or consenting to such increase and (any ii) certifying that, before and after giving effect to such increase, the “New Revolving Commitments”representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the effective date of any such Aggregate Commitments increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and/or and (iib) of Section 5.05 shall be deemed to refer to the establishment most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01), and (b) identifying one or more new term loan commitments additional Eligible Assignees (the “each, a "New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”Lender") (or additional Commitments agreed to be made by notice to the Agent in writing of one or more existing Lenders) and the amount of each such proposed increase Person's Commitment (such noticeor additional amount of its Commitment), a “Commitment Increase Notice”) (which and the Administrative Agent shall promptly notify the Lenders being requested)thereof; providedprovided that prior to approaching a New Lender, howeverthe Borrower shall have offered to the existing Lenders the opportunity to increase their respective Commitments. The Borrower may not make more than one such Aggregate Commitments increase request in any calendar year, that any no such request pursuant to a Commitment Increase Notice requested increase in the Aggregate Commitments shall be in the minimum an amount of less than $10,000,000 25,000,000, and in the aggregate principal amount of New Commitments on and after the Closing Date such requests shall not exceed the $50,000,000. The Borrower and each New Commitment Cap. Each such notice Lender shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is have executed and delivered to the Administrative Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each a New Lender or other Person that is an Eligible Assignee Agreement (each, a “"New Revolving Loan Lender” or “Lender Agreement") substantially in the form of Exhibit H and the Administrative Agent, the L/C Issuer and the Swing Line Lender shall, if acceptable to them in their respective reasonable discretion, execute the same. The effective date of the Aggregate Commitments increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, (x) each New Term Loan Lender”Lender (or, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as if applicable, be allocated each existing Lender that consented to an increase in its Commitment) shall advance Loans, and the Borrower shall prepay any outstanding Loans (and pay any additional amounts required pursuant to Section 3.05) in an amount sufficient that after giving effect to its Loan each Lender (including each New Lender) shall have outstanding its pro rata share of such allocations the Loans and (but y) each New Lender and increasing existing Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided participation in all outstanding Letters of Credit in accordance with its new Applicable Percentage. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent relating to any Aggregate Commitments increase. Notwithstanding anything herein to the contrary, no Lender is obligated shall have any obligation to accept such allocation); provided that Borrower mayincrease its Commitment and no Lender's Commitment shall be increased without its consent thereto, in and each Lender may at its sole discretionoption, offer unconditionally and without cause, decline to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in increase its sole discretion, to provide a New Commitment.

Request for Increase. The Borrower may at any may, from time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9)time, request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing Person appointed by the Borrower to arrange an incremental Facility (such Person (who (i) may be the Administrative Agent, if it so agrees, or (ii) any other Person (other than an Affiliate of the amount Borrower) appointed by the Borrower after consultation with the Administrative Agent; provided that such Person may not be an Affiliate of such proposed increase the Borrower), the “Incremental Arranger”) (such noticex) one or more increases in the Facility (each, a “Commitment Increase NoticeTerm Loan Increase”) or (which shall promptly notify y) one or more term loan tranches to be made available to the Lenders being requestedBorrower (each, an “Incremental Term Loan”; each Incremental Term Loan and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); providedprovided that (i) the principal amount for such Incremental Increase, howeverwhen combined with the aggregate principal amount of all Incremental Increases and incurrences of Permitted Pari Passu Notes, Permitted Pari Passu Loans and Permitted Junior Debt pursuant to Section 7.02(w)(A) after the Restatement Effective Date, shall not exceed the Maximum Increase Amount as of such date (it being understood that the reclassification mechanics set forth in the definition of “Maximum Increase Amount” shall apply to Incremental Increases pursuant to this Section 2.13(a)); (ii) any such request pursuant to a Commitment for an Incremental Increase Notice shall be in the a minimum amount of $10,000,000 and (or a lesser amount in the aggregate principal event such amount represents all remaining availability under this Section); (iii) no Incremental Term Loan shall mature earlier than the Latest Maturity Date then in effect or have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of New Commitments on and after the Closing Date Facility or any other Incremental Term Loan; (iv) each Incremental Term Loan shall not exceed the New Commitment Cap. Each such notice shall specify (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the date Loans, including sharing in mandatory prepayments under Section 2.03(b) pro rata with the Loans (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall unless agreed to be effective, which shall be a date not less than 10 Banking Days paid after the date on which Loans and/or any other Incremental Term Loans by the Lenders providing such notice is delivered Incremental Term Loan) (and any Incremental Term Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other provisions, including any applicable intercreditor agreement, in each case reasonably acceptable to the Administrative Agent (or such lesser period of time as may be agreed to by and the AgentBorrower) and (B) shall have an Applicable Rate or pricing grid as determined by the identity Lenders providing such Incremental Term Loans and the Borrower; provided that, if the All-In Yield in respect of each Lender any Incremental Term Loan established on or other Person prior to the date that is an Eligible Assignee (eachtwelve months after the Restatement Effective Date exceeds the Applicable Rate then in effect for the Facility by more than 0.50% for each Type of Loan, a “New Revolving then the Applicable Rate for the Facility shall be increased so that the Applicable Rate in respect of the Facility for each Type of Loan Lender” or “New is equal to the Applicable Rate for the Incremental Term Loan Lender”for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.13(a), in determining the Applicable Rate(s) applicable to each Incremental Term Loan and the Applicable Rate(s) for the Facility, (1) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such Incremental Term Loan or the Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBORinterest rate floors shall be included and (3) customary arrangement, commitment, structuring or underwriting fees payable to the Arrangers (or their respective affiliates) in connection with the Facility or to one or more Incremental Arrangers (or their affiliates) of any Incremental Term Loan shall be excluded; (v) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Facility, shall be reasonably satisfactory to the Incremental Arranger, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be materially more restrictive than the corresponding terms set forth in or made applicable to the Facility (except to the extent (1) only applicable after the Latest Maturity Date then in effect, (2) such covenants, defaults and similar non-economic provisions are incorporated into this Agreement and the other Loan Documents for the benefit of all existing Lenders (it being understood and agreed that the Borrower and the Administrative Agent may amend the Loan Documents to reflect such changes without the consent of any other person) or (3) consistent with the then-prevailing market convention, as applicabledetermined in good faith by the Borrower) to whom Borrower proposes or (y) contravene any portion of such New Revolving Commitments or New the terms of the then existing Loan Documents; (vi) each Term Loan CommitmentsIncrease shall be on the same terms and conditions (including pricing, maturity, amortization, payments and prepayments) as applicablethe Facility; (vii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of payment, prepayment, voting and/or security, shall be allocated guaranteed and secured pursuant to the Guaranty and the amounts of such allocations Collateral Documents (but no Lender is obligated including an Intercreditor Agreement) on a pari passu basis with the other Obligations hereunder; and (viii) the applicable documentation (including amendments to accept such allocation); provided that Borrower may, in its sole discretion, offer this Agreement and the other Loan Documents) with respect to any existing Lender Term Loan Increase or other Person that is an Eligible Assignee Incremental Term Loan shall be reasonably satisfactory to the opportunity to participate in all Administrative Agent, the applicable Lenders providing such Term Loan Increase or a portion of any such New Commitments Incremental Term Loan and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentBorrower.

Request for Increase. The Borrower may at any shall have the option to cause an increase in the Aggregate Revolving Loan Commitment from time to time by adding, subject to the prior approval of the Agent and the L/C Issuer (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (each, a “New Lender”); provided however that: (A) prior to and after giving effect to the applicable Maturity Date, so long asincrease, no Default or Event of Default shall have occurred hereunder and be continuing continuing, (subject B) no such increase shall cause the Aggregate Revolving Loan Commitment to exceed the then effective Borrowing Base, (C) no Lender’s Revolving Loan Commitment shall be increased without such Lender’s consent and (D) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Agent and executed by Borrower, Agent and the New Lender and Lenders which shall indicate the amount and allocation of such increase in the case Aggregate Revolving Loan Commitment and the effective date of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments increase (the “Increase Effective Date”). Each financial institution that becomes a New Term Loan Commitments” and, together with Lender pursuant to this Section by the New Revolving Commitments, the “New Commitments”) by notice execution and delivery to the Agent in writing of the amount of such proposed applicable commitment increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which agreement shall be a date not less than 10 Banking Days after “Lender” for all purposes under this Agreement on the date Increase Effective Date. The Borrower shall borrow and repay Loans on which such notice is delivered the Increase Effective Date to the Agent (or such lesser period of time as may be agreed extent necessary to by keep the Agent) and (B) the identity outstanding Loans of each Lender or other Person that is an Eligible Assignee (each, a “New ratable with such Lender’s revised Commitment Percentage after giving effect to any nonratable increase in the Aggregate Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentCommitment under this Section.

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by Upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders), the Borrower Representative on behalf of the Borrowers may from time to time, request an increase in the Commitments of any Class (the “Accordion Provision”) by an aggregate amount (for all such requests) not exceeding Fifty Million Dollars ($50,000,000.00), which may be in the form of an increase (each such increase, a “Facility Increase”) in the then existing Floor Plan Facility (each such increase, a “Floor Plan Increase”), or in any Class of Commitments under the Mortgage Facility, the Term Loan Facility, or the Delayed Draw Facility, or through the issuance of additional senior secured mortgage term loans of another tranche (collectively, “Additional Mortgage Loans” and the respective commitments therefor “Additional Mortgage Commitments”) or senior secured term loans of another tranche (collectively, “Additional Term Loans”, and the respective commitments therefor, “Additional Term Loan Commitments”; the Additional Term Loans and the Additional Mortgage Loans, collectively, the “Additional Loans”, and the Additional Term Loan Commitments and the Additional Mortgage Commitments, collectively, the “Additional Commitments”); provided, however, provided that (x) any such request pursuant to for a Commitment Facility Increase Notice or Additional Commitments shall be in the a minimum amount of Five Million Dollars ($10,000,000 and 5,000,000.00) (or such lesser amount as the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each Incremental Lenders providing such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments Facility Increase or New Term Loan Additional Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agentagree in their sole discretion) and (By) any request for a Delayed Draw Borrowing corresponding to a Facility Increase applicable to the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, Delayed Draw Facility shall be in such minimum amount as applicable) to whom Borrower proposes any portion of such New Revolving required under Section 2.04. The Additional Commitments or New Term Loan Commitments, as applicable, shall be allocated deemed included in and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion part of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentCommitments.

Request for Increase. Borrower may at any time prior to the applicable Maturity DateProvided there exists no Default, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders); provided, however, that any such the Borrower may from time to time after the date hereof request pursuant to a Commitment Increase Notice shall be (x) one or more increases in the minimum amount Dollar Commitments (which increase may take the form of $10,000,000 and one or more new revolving tranches) (each, a “Dollar Commitment Increase”) and/or (y) one or more term loan tranches to be made available to the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date Borrower (each, an “Increased Amount DateIncremental Term Loan”; each Incremental Term Loan and each Dollar Commitment Increase, collectively, referred to as the “Incremental Increases”) on which Borrower proposes provided that (i) the New Revolving Commitments principal amount for all such Incremental Increases in the aggregate since the Effective Date (including the then requested Incremental Increase) shall not exceed $1,000,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (or New a lesser amount in the event such amount represents all remaining availability under this Section); (iii) there shall be no more than five (5) such requests during the term hereof; (iv) each Incremental Term Loan Commitmentsshall have an Applicable Rate or pricing grid, maturity date, mandatory prepayments and an amortization schedule as determined by the Lenders providing such Incremental Term Loans and the Borrower; (v) each Dollar Commitment Increase shall have the same terms (other than as to fees payable at the closing thereof) and be pursuant to the same documentation as the Dollar Commitments in effect on the Effective Date; (vi) except as provided in clause (iv) above, with respect to any Incremental Term Loan, this Agreement and the other Loan Documents may be amended, in form and substance reasonably satisfactory to the Administrative Agent, the Borrower and the lenders providing such Incremental Term Loan (and no other Lenders), to the extent necessary to include such terms as are customary for a term loan commitment, including assignments and voting provisions; provided that if the terms taken as a whole (excluding interest rate, interest rate margin, fees and other pricing terms) are materially more favorable to the applicable lenders providing such Incremental Term Loan than terms applicable under this Agreement and the other Loan Documents (immediately prior to such amendment), as applicablereasonably determined by the Administrative Agent in consultation with the Borrower, then such terms shall be effective, which added for the benefit of all the Lenders hereunder (except to the extent such terms apply only after the latest Maturity Date prior to such Incremental Term Loan); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be unsecured and unguaranteed (unless any security or guarantee is provided for all Obligations hereunder on a date not less than 10 Banking Days after the date on which such notice is delivered pari passu basis); and (ix) no request for a Dollar Commitment Increase may be made prior to the Agent earlier of (or such lesser period of time as may be agreed to by A) the Agent) Acquisition Consummation Date and (B) the identity date on which the definitive agreement with respect to the Delphi Acquisition is terminated without the consummation of each Lender or other Person that is an Eligible Assignee (eachthe Delphi Acquisition and notice has been provided to the Administrative Agent in accordance with Section 2.9(i). At the option of the Borrower, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, Incremental Increases may be allocated and the amounts of such allocations (but no Lender is obligated shall not be required to accept such allocation); be) provided that Borrower may, in its sole discretion, offer to by any existing Lender or by other Person that Persons in accordance with subsection (c) below. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify whether such Incremental Increase is an Eligible Assignee being offered to existing Lenders and, if so, the opportunity time period within which each Lender is requested to participate respond (which shall in all or a portion no event be less than ten (10) Business Days from the date of any delivery of such New Commitments and any such Lender or other Person approached notice to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentLenders).

Request for Increase. Borrower may at At any time prior to the applicable Maturity Date, so long asupon written notice to the Administrative Agent by the Borrower, no Event of Default the Borrower shall have occurred and be continuing (subject the right to request an increase in the case aggregate amount of any New the Facilities by requesting an increase in the Term Facility (each such increase, an “Incremental Term Increase”) and/or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental Term Loan Commitments (Facility”; each Incremental Term Loan Facility and Incremental Term Increase are collectively referred to as defined below“Incremental Facilities”) established to an amount not exceeding $1,250,000,000 in connection with a Limited Condition Transaction the aggregate after giving effect to Section 1.9), request all such Incremental Facilities; provided that (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall each Incremental Facility must be in the a minimum amount of $10,000,000 and the aggregate principal amount in integral multiples of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent $5,000,000 in excess thereof (or such lesser period of time other amounts as may be are agreed to by the Borrower and the Administrative Agent), (ii) each Incremental Term Increase shall be on the same terms (including maturity date) as the Term Facility and each increase of an existing Incremental Term Loan Facility shall be on the same terms (including maturity date) as such existing Incremental Term Loan Facility, and (Biii) the identity terms and conditions of each newly established Incremental Term Loan Facility shall, subject to clause (i) of the second proviso to Section 10.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of the Term Facility or a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or other any Person that is meets the requirements to be an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of the requested increase; provided that (x) any such New Commitments and any such Lender offered or other Person approached to provide all or a portion of the New Commitments requested increase may elect or decline, in its sole discretion, to provide all or a New Commitment.portion of such increase, (y) no Person approached shall become a Lender without the written consent of the Administrative Agent if required pursuant to Section 10.06(b) and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. Neither the Arrangers, the Bookrunners nor the Administrative Agent shall have any responsibility for arranging any such Incremental Facility without their prior written consent. 35

Request for Increase. Borrower Provided there exists no Default or Event of Default, the Company may at any from time prior to time, upon notice to the applicable Maturity DateAdministrative Agent (who shall promptly notify the Lenders), so long asrequest (an “Increase Request”) (i) one or more incremental Term Loans and/or (ii) an increase in the Revolving Commitments (each such incremental Term Loan and/or increase under clause (ii), no Event an “Increase” or an “Incremental Facility” and, collectively, the “Incremental Facilities”), in an aggregate amount for all such Incremental Facilities of Default up to but not exceeding $65,000.000; provided that (i) any such Increase Request shall be in a minimum amount of $10,000,000, and (ii) the Company may make a maximum of three such requests. If the Company delivers an Increase Request, each Lender shall have occurred the option, but not any obligation, to participate in such Increase Request to the extent of its Revolving Commitment Percentage and/or Term Commitment Percentage thereof (as applicable) by delivering a written notice to the Administrative Agent and the Company within ten Business Days of such Lender’s receipt of the Increase Request (it being agreed and understood that such Lender shall be continuing deemed to have elected not to participate in the Increase Request if it does not respond to the Increase Request within ten Business Days of its receipt thereof). Neither the Administrative Agent nor any Lender shall have any obligation or other commitment to participate in any such increase in the Revolving Commitments or in an Incremental Facility. If one or more of the Lenders elect not to participate in the Increase Request, then the Lenders participating in the Increase Request may, at their option (but without any obligation), elect to participate in such remaining portion of the Increase Request (with such remaining portion to be allocated ratably among such participating Lenders based on their respective Revolving Commitment Percentages and/or Term Commitment Percentages thereof, as applicable, (as such percentages are adjusted to reflect the absence of the Lenders not participating in such Increase Request so that the total percentages shall equal 100% of such remaining amount being allocated) or as otherwise may be agreed by such participating Lenders). To achieve the full amount of an Increase Request, and subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Lender, such approval not to be unreasonably withheld, the Company may invite other banks, financial institutions and investment funds to join this Credit Agreement as Lenders hereunder, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent, the Borrower and the Lenders participating in such Increase may amend this Credit Agreement or any other Credit Document solely as may be necessary to reflect the increase in the Revolving Commitment or the Term Facilities, and the Borrowers will execute replacement Notes for each participating Lender or new Notes for each new Lender who requests a Note, reflecting the increased amount of such Lender’s share of the Revolving Commitment or such Lender’s Term Loans, as applicable, or, in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9)new Lender, request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (Lender’s Revolving Commitment or Term Loans. The Borrowers agree to execute such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 amendments and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered supplements to the Security Documents as the Administrative Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is reasonably deems necessary in connection with an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentIncrease Request.

Request for Increase. Borrower may Provided there exists no Default, the Company may, at any time prior and from time to time, request, by notice to the Administrative Agent, the Administrative Agent’s approval of an increase of the aggregate Revolving Commitments (a “Revolving Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Revolving Commitment Increase. The Administrative Agent shall notify all the Lenders of any such request and provide them the first right to participate in the same proportions that their respective Applicable Percentages bear to those of all the Lenders who elect to participate therein. Within twenty (20) days of such request, the Administrative Agent shall advise the Company of its approval or disapproval of such request; failure to so advise the Company shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the aggregate Revolving Commitments may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Lenders increase the amount of their then existing Revolving Commitments and, if the existing Lenders do not choose to participate to the extent necessary for the applicable Maturity DateRevolving Commitment Increase to be provided entirely by the existing Lenders, so long asby having one or more new banks or financial institutions become the Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and conditions: (i) any Revolving Commitment Increase shall not be less than $10,000,000 (and shall be in integral multiples of $10,000,000 if in excess thereof); (ii) no Revolving Commitment Increase shall increase the aggregate Revolving Commitments to an amount in excess of $400,000,000; (iii) the provisions of Section 9.04(b) shall apply in respect of any Increasing Lender that is not a Lender before the Revolving Commitment Increase, no Event as if such Increasing Lender were an assignee of Default a Revolving Commitment, (iv) the Borrowers shall have occurred executed and be continuing delivered to the Administrative Agent such Note or Notes as the applicable Increasing Lender requests to reflect such Revolving Commitment Increase (subject or, in the case of any New Term Loan Commitments a new Lender, such Lender’s Revolving Commitment); (v) the Company shall have delivered a certificate executed by an Authorized Officer of the Company and dated the effective date of such Revolving Commitment Increase, to the effect that the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such Revolving Commitment Increase and attaching resolutions of the Borrowers approving such Revolving Commitment Increase); (vi) the Subsidiary Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their respective Subsidiary Guaranties continue in full force and effect; and (vii) the Company, the Subsidiary Guarantors and each Increasing Lender shall have executed and delivered such other instruments and documents as defined below) established the Administrative Agent shall have reasonably requested in connection with a Limited Condition Transaction to Section 1.9)such Revolving Commitment Increase, request (i) increases in the case of the documents required under clauses (iv) through (vii) above, in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall provide written notice to all of the Lenders hereunder of any Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentIncrease.

Request for Increase. Borrower may at Provided there exists no Default nor any time prior to the applicable Maturity DateRevolving Default, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders); provided, howeverthe Company may from time to time, request an increase in the Aggregate Commitments by an amount for all such requests, not exceeding $250,000,000 in the aggregate, provided that the Company may make a maximum of five (5) such requests and (x) upon the reasonable request of any Lender made at least ten (10) Business Days prior to the Increase Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the Increase Effective Date and (y) at least ten (10) Business Days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Such increase shall be allocated between the Aggregate New Vehicle Floorplan Commitments and the Aggregate Used Vehicle Floorplan Commitments as requested by the Company and specified in its notice, provided that, (a) any increase in the Commitments of any Lender shall be allocated on a pro rata basis between its New Vehicle Floorplan Commitment and its Used Vehicle Floorplan Commitment (consistent with the pro rata allocation of the entire increase on such occasion between the Aggregate New Vehicle Floorplan Commitments and the Aggregate Used Vehicle Floorplan Commitments), and (b) following any such request pursuant increase, no more than 40% of the Aggregate Commitments may be allocated to a Commitment Increase Notice shall be the Aggregate Used Vehicle Floorplan Commitments. At the time of sending any such notice, the Company (in consultation with the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice Administrative Agent) shall specify (Ax) the date time period within which each Lender is requested to respond (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall in no event be a date not less than 10 Banking ten Business Days after from the date on which of delivery of such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the AgentLenders) and (By) whether the identity of each Lender or other Person that requested increase is an Eligible Assignee (each, a “for the New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Vehicle Floorplan Commitments or New Term Loan the Used Vehicle Floorplan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by Upon written notice to the Administrative Agent in writing the form of the amount of such proposed increase Exhibit E (such notice, a an “Incremental Loan Commitment Increase Notice”) (which shall promptly notify ), the Borrower may request the Lenders being requestedto increase their Commitments (each an “Incremental Loan Commitment”) in an aggregate amount not to exceed $50,000,000 (the “Incremental Loan Amount”); provided, however, provided that (i) any such request pursuant to a for an Incremental Loan Commitment Increase Notice shall be in the minimum increments of $5,000,000 and in a minimum amount of $10,000,000 or such lesser amount equal to the remaining Incremental Loan Amount (each an “Incremental Loan Commitment Increase”), (ii) no request for an Incremental Loan Commitment may be made after the end of the Availability Period, (iii) the Borrower shall provide to the Lenders such information that is reasonably required by the Lenders to evaluate the request for an Incremental Loan Commitment and (iv) on the aggregate principal date of any request by the Borrower for an Incremental Loan Commitment Increase the conditions set forth in Section 2.10(e)(i), (ii), (iii) and (iv) shall have been satisfied. An Incremental Loan Commitment Increase Notice shall set out the amount of New Commitments on the Incremental Loan Commitment requested and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered Incremental Loan Commitments are requested to be effective (each an “Incremental Loan Increase Date”), which shall not be less than thirty (30) days nor more than forty-five (45) days after the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion date of such New Revolving Commitments or New Term notice. Any Incremental Loan CommitmentsCommitment shall be a commitment to make loans with the same principal terms as the Loans, as applicableincluding the same interest rate, be allocated Applicable Margin and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitmentmaturity date.

Request for Increase. The Borrower may may, at any time prior and from time to time, request, by notice to the applicable Maturity DateAdministrative Agent, the Administrative Agent’s approval of either (i) an increase of the Aggregate Facility A Commitment or (ii) provided the Facility B Commitments have not expired and Facility B has not been converted to term loans, an increase of the Aggregate Facility B Commitment, or both (in each case, a “Facility Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Facility Increase. Within twenty (20) days of such request, the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; failure to so long asadvise the Table of Contents Borrower shall constitute disapproval. If the Administrative Agent approves any such Facility Increase, no Event of Default shall have occurred and be continuing then (subject x) in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increaseFacility Increase for Facility A, the “New Revolving Commitments”) and/or Aggregate Facility A Commitment may be so increased (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice up to the Agent in writing of the amount of such proposed approved Facility Increase) by having one or more New Revolver Lenders increase the amount of their then existing Facility A Commitments or become Facility A Lenders and (y) in the case of a Facility Increase for Facility B, the Aggregate Facility B Commitment may be so increased (up to the amount of such approved Facility Increase) by having one or more New Revolver Lenders increase the amount of their then existing Facility B Commitments or become Facility B Lenders. Any Facility Increase shall be subject to the following limitations and conditions: (i) any increase (such noticein the aggregate) in the Aggregate Facility A Commitment and/or the Aggregate Facility B Commitment, a “and the amount (in the aggregate) of any new Facility A Commitment Increase Notice”and/or any new Facility B Commitment of any New Revolver Lender or the amount (in the aggregate) of any increase in the Facility A Commitment and/or Facility B Commitment of any New Revolver Lender, shall not be less than $5,000,000 (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice and shall be in the minimum amount integral multiples of $10,000,000 1,000,000 if in excess thereof); (ii) no Facility Increase pursuant to this Section 2.18 shall increase the Aggregate Commitment to an amount in excess of $1,400,000,000; (iii) the Borrower and each New Revolver Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit G hereto, and the aggregate principal amount of New Commitments on Administrative Agent shall have accepted and after executed the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify same; (Aiv) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is have executed and delivered to the Administrative Agent such Note or Notes as the Administrative Agent shall require to reflect such Facility Increase; (or such lesser period v) the Borrower shall have delivered to the Administrative Agent opinions of time as may be counsel (substantially similar to the forms of opinions provided for in Section 5.01 modified to apply to the Facility Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith); (vi) the Guarantors shall have consented in writing to the Facility Increases and shall have agreed to by the Agent) that their Guaranties continue in full force and effect; and (Bvii) the identity Borrower and each New Revolver Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility increase. The form and substance of each Lender or other Person that is an Eligible Assignee the documents required under clauses (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicableiii) through (vii) above shall be fully acceptable to whom Borrower proposes any portion the Administrative Agent. The Administrative Agent shall provide written notice to all of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion Lenders hereunder of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentFacility Increase.

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, no Unless a Default or an Event of Default shall have has occurred and be continuing is continuing, Borrower, by written notice to Administrative Agent, may request to increase the Revolving Credit Commitments, or enter into one or more other tranches of revolving loans or term loans (subject each an “Incremental Increase”), in each case by/in an amount not less than Twenty Five Million Dollars ($25,000,000) per request and not more than Five Hundred Million Dollars ($500,000,000) in the case of any New Term Loan Commitments aggregate (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases such that the aggregate amount of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Credit Commitments, the “New Commitments”commitments with respect to any other tranches of revolving loans hereunder (if any) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the unused commitments and aggregate outstanding principal amount of New Commitments on and Loans with respect to any tranches of term loans (if any) after the Closing Date giving effect to any such Incremental Increase shall not never exceed the New Commitment Cap. Each such notice shall specify One Billion Two Hundred Fifty Million Dollars (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation$1,250,000,000)); provided that Borrower may(i) all Incremental Increases shall rank pari passu in right of payment with all other Loans hereunder, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in (ii) all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion Incremental Increases of the New Revolving Credit Commitments may elect or declineshall be on the same terms as the Revolving Credit Commitments, (iii) Incremental Increases in its sole discretionthe form of a new tranche of revolving loans shall not mature earlier than the Revolving Credit Maturity Date, and (iv) all incremental commitments and loans provided as part of an Incremental Increase in the form of a new tranche of terms loans shall, subject to provide clause (iii) of the second proviso to Section 12.02, be on terms agreed to by Borrower and the Banks providing such Incremental Increase, provided, that if the terms of such Incremental Increase (other than final maturity) are not the same as the terms of a New Commitmentthen existing tranche of term loans, the operational, technical and administrative provisions of such Incremental Increase shall be on terms reasonably acceptable to Administrative Agent. At the time of sending such notice, Borrower (in consultation with Administrative Agent) shall specify the time period within which the Banks are requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Banks).

Request for Increase. The Borrower may may, at any time prior and from time to the applicable Maturity Datetime, so long asrequest, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative Agent, the Administrative Agent’s approval of an increase of the Aggregate Commitment (“Facility Increase”), within the limitations hereafter described, which request shall set forth the amount of each such requested Facility Increase. Within twenty (20) days of such request, the Administrative Agent in writing shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Facility Increase, then the Aggregate Commitment may be so increased (up to the amount of such proposed approved Facility Increase, in the aggregate) by having one or more New Lenders increase the amount of their then existing Commitments or become Lenders, subject to and in accordance with the provisions of this Section 2.20. Any Facility Increase shall be subject to the following limitations and conditions: (i) any increase (such noticein the aggregate) in the Aggregate Commitment and the amount (in the aggregate) of any new Commitment of any New Lender or the amount (in the aggregate) of any increase in the Commitment of any New Lender, a “Commitment Increase Notice”shall (unless otherwise agreed by the Borrower and the Administrative Agent) not be less than $5,000,000 (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice and shall be in the minimum amount integral multiples of $10,000,000 1,000,000 if in excess thereof); (ii) no Facility Increase pursuant to this Section 2.20 shall increase the Aggregate Commitment to an amount in excess of $200,000,000; (iii) the Borrower and each New Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit F hereto, and the aggregate principal amount of New Commitments on Administrative Agent shall have accepted and after executed the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify same; (Aiv) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is have executed and delivered to the Administrative Agent such Note or Notes as the Administrative Agent shall require to reflect such Facility Increase; (or such lesser period v) the Borrower shall have delivered to the Administrative Agent opinions of time as may be counsel (substantially similar to the forms of opinions delivered pursuant to Section 4.01, modified to apply to the Facility Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith); (vi) the Guarantors, if any, shall have consented in writing to the Facility Increases and shall have agreed to by the Agent) that their Guaranties continue in full force and effect; and (Bvii) the identity Borrower and each New Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase. The form and substance of each Lender or other Person that is an Eligible Assignee the documents required under clauses (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicableiii) through (vii) above shall be fully acceptable to whom Borrower proposes any portion the Administrative Agent. The Administrative Agent shall provide written notice to all of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion Lenders hereunder of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentFacility Increase.

Request for Increase. Borrower may at any time prior to the applicable Maturity DateSo long as no Default exists or would result therefrom (or, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Increase the proceeds of which are to be used primarily to finance a Limited Conditionality Acquisition, no Specified Event of Default exists or would result therefrom, which condition shall, at the option of the Borrower, be tested on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed), upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any an “Increase” and such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving additional Commitments, the “New Commitments”) by notice to an aggregate amount (for all such requests) not exceeding at any time outstanding the Agent in writing Dollar Equivalent of the amount of such proposed increase $500,000,000 (such noticeamount, a the “Commitment Available Increase NoticeAmount”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and less the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation)then outstanding Incremental Equivalent Debt; provided that (i) any such request for an increase shall be in a minimum amount of $50,000,000, and (ii) the Borrower may, in its sole discretion, offer to may make a maximum of five such requests. The Borrower may approach any existing Lender or any Person (other Person that is an Eligible Assignee the opportunity than a natural Person) to participate in provide all or a portion of the New Commitments, subject, if applicable, to the approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to Section 11.06(b); provided that (i) no Lender shall have the right to provide any such portion of the New Commitments and (ii) any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a such New Commitments. At the time of sending such notice, to the extent applicable, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.

Request for Increase. Borrower may at any time prior to Provided there exists no Default, without the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases consent of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by Lenders and upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders), the Borrower may from time to time, request an increase in the Aggregate Credit Facility Amount (as determined by the Borrower but subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned)) by an amount that will not cause the Aggregate Credit Facility Amount to be greater than the sum of (i) the Aggregate Credit Facility Amount on the Closing Date, plus (ii) $300,000,000; provided, however, provided that any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 25,000,000 (or such other amount as agreed to by the Administrative Agent). Such increase in the Aggregate Credit Facility Amount may be utilized by requesting either (i) additional Revolving Credit Commitments or (ii) the making of additional Term Loans (in one or more tranches of Term Loans). At the time of sending such notice, the Borrower shall specify the nature of such increase (either as a Revolving Credit Commitment or as Term Loans (in one or more tranches of Term Loans)) and may request all or part of such increase from the aggregate principal amount existing Lenders and, if it does so, shall specify (in consultation with the Administrative Agent) the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each delivery of such notice to the Lenders). In the event that the Borrower elects to request such increase as Term Loans, the Borrower (in consultation with the Administrative Agent) shall specify notify the Lenders of the material terms of the Term Loans, including the proposed pricing, maturity, amortization schedule, maximum number of Interest Periods, permitted Types of Term Loans and other terms customary for Term Loans, provided, however that (A) the maturity date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New for such Term Loan Commitments, as applicable, Loans shall not be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered prior to the Agent (or such lesser period of time as may be agreed Maturity Date with respect to by the Agent) Revolving Credit Facility and (B) such Term Loans not require prepayment other than (i) as otherwise required pursuant to this Agreement and (ii) scheduled amortization in excess of 5% of the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion aggregate initial principal amount of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentLoans per annum.

Request for Increase. Borrower may Provided there exists no Default, the Company may, at any time prior after the expiration of the Covenant Relief Period and from time to time thereafter, request, by notice to the Administrative Agent, the Administrative Agent’s approval of an increase of the aggregate Revolving Commitments (a “Revolving Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Revolving Commitment Increase. The Administrative Agent shall notify all the Lenders of any such request and provide them the first right to participate in the same proportions that their respective Applicable Percentages bear to those of all the Lenders who elect to participate therein. Within twenty (20) days of such request, the Administrative Agent shall advise the Company of its approval or disapproval of such request; failure to so advise the Company shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the aggregate Revolving Commitments may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Lenders increase the amount of their then existing Revolving Commitments and, if the existing Lenders do not choose to participate to the extent necessary for the applicable Maturity DateRevolving Commitment Increase to be provided entirely by the existing Lenders, so long asby having one or more new banks or financial institutions become the Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and conditions: any Revolving Commitment Increase shall not be less than $10,000,000 (and shall be in integral multiples of $10,000,000 if in excess thereof); no Revolving Commitment Increase shall increase the aggregate Revolving Commitments to an amount in excess of $250,000,000; the provisions of Section 9.04(b) shall apply in respect of any Increasing Lender that is not a Lender before the Revolving Commitment Increase, no Event as if such Increasing Lender were an assignee of Default a Revolving Commitment, the Borrowers shall have occurred executed and be continuing delivered to the Administrative Agent such Note or Notes as the applicable Increasing Lender requests to reflect such Revolving Commitment Increase (subject or, in the case of any New Term Loan Commitments a new Lender, such Lender’s Revolving Commitment); the Company shall have delivered a certificate executed by an Authorized Officer of the Company and dated the effective date of such Revolving Commitment Increase, to the effect that the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such Revolving Commitment Increase and attaching resolutions of the Borrowers approving such Revolving Commitment Increase); the Subsidiary Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their respective Subsidiary Guaranties continue in full force and effect; and the Company, the Subsidiary Guarantors and each Increasing Lender shall have executed and delivered such other instruments and documents as defined below) established the Administrative Agent shall have reasonably requested in connection with a Limited Condition Transaction to Section 1.9)such Revolving Commitment Increase, request (i) increases in the case of the documents required under clauses (iv) through (vii) above, in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall provide written notice to all of the Lenders hereunder of any Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentIncrease.

Request for Increase. Upon written notice to the Administrative Agent, the Parent Borrower may at any from time prior to the applicable Maturity Datetime, so long as, no Event of Default shall have occurred and be continuing (subject request an increase in the case aggregate amount of any New the Facilities to an amount not exceeding $1,675,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Commitment (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term Loan Commitments Facility (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as defined below) established in connection with a Limited Condition Transaction to Section 1.9“Incremental Facilities”), request ; provided that (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 and 25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate principal amount limit in respect of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent increases set forth above (or such lesser period amount as the Parent Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Class of time and, if applicable, the Tranche of, the Facilities being increased, and (iii) all incremental commitments and loans provided as may part of an Additional TL Tranche shall be on terms agreed to by the AgentBorrowerBorrowers and the Lenders providing such Additional TL Tranche; provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of any then existing Facility and (y) if the terms of such Additional TL Tranche (other than final maturity) are not the same as the terms of the Term Loan or a then existing Additional TL Tranche, such new Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Parent Borrower may approach any Lender or any Person that meets the requirements to be an Assignee under Section 12.6(b)(i) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicableii)(B) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of the requested increase; provided that (x) any such New Commitments and any such Lender offered or other Person approached to provide all or a portion of the New Commitments requested increase may elect or decline, in its sole discretion, to provide all or a New Commitmentportion of such increase, (y) no Person approached shall become a Lender without the written consent of the Administrative Agent, the Letter of Credit Issuers and the Swing Line Lender, in each case, if required pursuant to Section 12.6(b) and (z) the Parent Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Parent Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders).

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, Provided there exists no Default or Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9)Default, request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders), the Borrowers may request an increase in Revolving Commitments of up to $320,000,000, which increase may be allocated (x) to the then existing Revolving Commitments, (y) as a new revolving tranche having the same terms (excluding pricing, commitment fee amounts, a later dated final maturity, other terms relating to the separate nature of such tranche and/or separate letter of credit or swingline subfacilities) then applicable to the Revolving Commitments then in effect, or (z) any combination thereof satisfactory to Administrative Agent and the Revolving Lenders being requested)and/or Eligible Assignees (as applicable) providing such increase; providedprovided that, howeverafter giving effect to such increase, the Revolving Commitments (including any new revolving tranche) shall not exceed $500,000,000 in the aggregate, and that the Aggregate Commitments shall not exceed $850,000,000; provided further that any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 and 20,000,000. At the aggregate principal amount time of New Commitments on and after sending such notice, the Closing Date Borrowers (in consultation with the Administrative Agent) shall not exceed specify the New Commitment Cap. Each time period within which each Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders unless Administrative Agent consents in writing to a shorter time period). Such notice shall specify indicate the proposed Applicable Revolving Rate (Aor other applicable interest rate margins) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New for such new Revolving Commitments or New Term Loan revolving tranche. In the event new Revolving Commitments are to be provided, no consent of any Lender shall be required in connection with the issuance of any such new Revolving Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after regardless of if the date on which such notice is delivered to the Agent Applicable Revolving Rate (or other applicable interest rate margins) for such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New new Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender Revolving Loans is obligated to accept such allocation); provided less than or greater than that Borrower may, in its sole discretion, offer to for any existing Lender other Revolving Commitments or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentRevolving Loans hereunder.

Request for Increase. The Borrower may at any may, from time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9)time, request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing Person appointed by the Borrower to arrange an incremental Facility (such Person (who (i) may be the Administrative Agent, if it so agrees, or (ii) any other Person (other than an Affiliate of the amount Borrower) appointed by the Borrower after consultation with the Administrative Agent; provided that such Person may not be an Affiliate of such proposed increase the Borrower), the “Incremental Arranger”) (such noticex) one or more increases in the Facility (each, a “Commitment Increase NoticeTerm Loan Increase”) or (which shall promptly notify y) one or more term loan tranches to be made available to the Lenders being requestedBorrower (each, an “Incremental Term Loan”; each Incremental Term Loan and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); providedprovided that (i) the principal amount for such Incremental Increase, howeverwhen combined with the aggregate principal amount of all Incremental Increases and incurrences of Permitted Pari Passu Notes, Permitted Pari Passu Loans and Permitted Junior Debt pursuant to Section 7.02(w)(A) after the Restatement Effective Date, shall not exceed the Maximum Increase Amount as of such date (it being understood that the reclassification mechanics set forth in the definition of “Maximum Increase Amount” shall apply to Incremental Increases pursuant to this Section 2.13(a)); (ii) any such request pursuant to a Commitment for an Incremental Increase Notice shall be in the a minimum amount of $10,000,000 and (or a lesser amount in the aggregate principal event such amount represents all remaining availability under this Section); (iii) no Incremental Term Loan shall mature earlier than the Latest Maturity Date then in effect or have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of New Commitments on and after the Closing Date Facility or any other Incremental Term Loan; (iv) each Incremental Term Loan shall not exceed the New Commitment Cap. Each such notice shall specify (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the date Loans, including sharing in mandatory prepayments under Section 2.03(b) pro rata with the Loans (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall unless agreed to be effective, which shall be a date not less than 10 Banking Days paid after the date on which Loans and/or any other Incremental Term Loans by the Lenders providing such notice is delivered Incremental Term Loan) (and any Incremental Term Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other provisions, including any applicable intercreditor agreement, in each case reasonably acceptable to the Administrative Agent (or such lesser period of time as may be agreed to by and the AgentBorrower) and (B) shall have an Applicable Rate or pricing grid as determined by the identity Lenders providing such Incremental Term Loans and the Borrower; provided that, if the All-In Yield in respect of each Lender any Incremental Term Loan established on or other Person prior to the date that is an Eligible Assignee (eachtwelve months after the Restatement Effective Date exceeds the Applicable Rate then in effect for the Facility by more than 0.50% for each Type of Loan, a “New Revolving then the Applicable Rate for the Facility shall be increased so that the Applicable Rate in respect of the Facility for each Type of Loan Lender” or “New is equal to the Applicable Rate for the Incremental Term Loan Lender”for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.13(a), in determining the Applicable Rate(s) applicable to each Incremental Term Loan and the Applicable Rate(s) for the Facility, (1) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such Incremental Term Loan or the Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBOR floors shall be included and (3) customary arrangement, commitment, structuring or underwriting fees payable to the Arrangers (or their respective affiliates) in connection with the Facility or to one or more Incremental Arrangers (or their affiliates) of any Incremental Term Loan shall be excluded; (v) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Facility, shall be reasonably satisfactory to the Incremental Arranger, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be materially more restrictive than the corresponding terms set forth in or made applicable to the Facility (except to the extent (1) only applicable after the Latest Maturity Date then in effect, (2) such covenants, defaults and similar non-economic provisions are incorporated into this Agreement and the other Loan Documents for the benefit of all existing Lenders (it being understood and agreed that the Borrower and the Administrative Agent may amend the Loan Documents to reflect such changes without the consent of any other person) or (3) consistent with the then-prevailing market convention, as applicabledetermined in good faith by the Borrower) to whom Borrower proposes or (y) contravene any portion of such New Revolving Commitments or New the terms of the then existing Loan Documents; (vi) each Term Loan CommitmentsIncrease shall be on the same terms and conditions (including pricing, maturity, amortization, payments and prepayments) as applicablethe Facility; (vii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is junior in right of payment, prepayment, voting and/or security, shall be allocated guaranteed and secured pursuant to the Guaranty and the amounts of such allocations Collateral Documents (but no Lender is obligated including an Intercreditor Agreement) on a pari passu basis with the other Obligations hereunder; and (viii) the applicable documentation (including amendments to accept such allocation); provided that Borrower may, in its sole discretion, offer this Agreement and the other Loan Documents) with respect to any existing Lender Term Loan Increase or other Person that is an Eligible Assignee Incremental Term Loan shall be reasonably satisfactory to the opportunity to participate in all Administrative Agent, the applicable Lenders providing such Term Loan Increase or a portion of any such New Commitments Incremental Term Loan and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentBorrower.

Request for Increase. The Borrower may may, at any time and from time to time, request, by notice to the Administrative Agent, the Administrative Agent’s approval of an increase of the Aggregate Revolving Loan Commitments (a “Revolving Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Revolving Commitment Increase. Administrative Agent shall notify all Lenders of any such request and provide them the first right to participate in the same proportions that their respective Applicable Revolving Loan Percentages bear to those of all Lenders who elect to participate therein. Within twenty (20) days of such request, the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the Aggregate Revolving Commitment may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Lenders increase the amount of their then existing Revolving Loan Commitments and, if existing Lenders do not choose to participate to the extent necessary for the applicable Revolving Commitment Increase to be provided entirely by existing Lenders, by having one or more new Lenders become Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and conditions: (i) any Revolving Commitment Increase shall not be less than $5,000,000.00 (and shall be in integral multiples of $5,000,000.00 if in excess thereof); (ii) no Revolving Commitment Increase shall increase the Aggregate Revolving Loan Commitments to an amount in excess of $100,000,000.00; (iii) the provisions of Section 9.04(b) shall apply in respect of any Increasing Lender that is not a Lender prior to the applicable Maturity DateRevolving Commitment Increase, so long asas if such Increasing Lender were an assignee of a Revolving Loan Commitment, no Event of Default (iv) the Borrower shall have occurred executed and be continuing delivered to the Administrative Agent such Note or Notes as the applicable Increasing Lender shall request to reflect such Revolving Commitment Increase (subject or, in the case of any New Term Loan Commitments a new Lender, such Lender’s Revolving Commitment); (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 4.01 modified to apply to the Revolving Commitment Increase and each Note executed and delivered in connection therewith); (vi) the Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their Subsidiary Guaranties continue in full force and effect; and (vii) the Borrower, Subsidiaries and each Lender shall have executed and delivered such other instruments and documents as defined below) established the Administrative Agent shall have reasonably requested in connection with a Limited Condition Transaction to Section 1.9), request (i) increases such Revolving Commitment Increase. The form and substance of the documents required under clauses (iv) through (vii) above shall be fully acceptable to the Administrative Agent. The Administrative Agent shall provide written notice to all of the Lenders hereunder of any Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentIncrease.

Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the Commitment Increase Expiration Date request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $150,000,000; provided, however, that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Borrower may make a maximum of three (3) such requests, (iii) no such request may be made on or after the Commitment Increase Expiration Date, and (iv) no such request may be made after the termination or any reduction of the Aggregate Commitments pursuant to Section 2.06. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). No increase in the Aggregate Commitments may be made pursuant to this Section 2.04 at any time on or after the Commitment Increase Expiration ▇▇▇▇.▇▇ any time prior to the applicable Maturity Commitment Increase Expiration Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction Borrower may by written notice to Section 1.9), the Administrative Agent elect to request the establishment of: (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new incremental term loan commitments (the any such incremental term loan commitment, an “New Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental Term Loan”); or (ii) one or more increases in the Commitments, an “Incremental Revolving Credit Commitment” and, together with the New Revolving Incremental Term Loan Commitments, the “New Incremental Loan Commitments”) by notice to make incremental revolving credit loans (any such increase, an “Incremental Revolving Credit Increase” and, together with the Agent in writing of Incremental Term Loan, the amount of such proposed increase (such notice, a “Commitment Increase NoticeIncremental Loans”) (which shall promptly notify the Lenders being requested); provided, however, provided that (1) the total aggregate amount for all such Incremental Loan Commitments shall not (as of any such request pursuant to date of incurrence thereof) exceed $150,000,000 and (2) the total aggregate amount for each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than a Commitment Increase Notice shall be in the minimum principal amount of $10,000,000 and 25,000,000 (or such lesser amount to which the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment CapAdministrative Agent may agree). Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Commitments or New Term any Incremental Loan Commitments, as applicable, Commitment shall be effective, which shall be a date not less than 10 Banking ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent (or and, in the case of an Incremental Revolving Credit Commitment, the L/C Issuer and Swingline Lender), to provide an Incremental Loan Commitment (any such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Person, an “Incremental Lender”). Any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” any Incremental Lender offered or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments any Incremental Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Loan Commitment. Any Incremental Loan Commitment shall become effective as of such Increased Amount Date; provided that: (A) no Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental Loan Commitment and (2) the making of any Incremental Loans pursuant thereto; (B) the Administrative Agent and the Lenders shall have received from the Borrower an officer’s compliance certificate demonstrating that the Borrower will be in compliance on a New Commitment.pro forma basis with the financial covenants set forth in Section 7.11 both before and after giving effect to (1) any Incremental Loan Commitment and (2) the making of any Incremental Loans on the Increased Amount Date pursuant thereto; (C) the proceeds of any Incremental Loans shall be used in compliance with Section 6.11; (D) each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the Borrower and shall share in the guarantees and security, if any, supporting the other extensions of credit hereunder on a pari passu basis; (E) (1) in the case of each Incremental Term Loan (the terms of which shall be set forth in the relevant Lender Joinder Agreement):

Request for Increase. Borrower may at any time prior Provided there exists no Default, upon written notice to the Administrative Agent, the Company, may from time to time, elect to increase the Facilities to an amount not exceeding the Dollar Equivalent of $2,350,000,000 (as determined by the Administrative Agent on the applicable Maturity Increase Effective Date) by increasing the Revolving Credit Facility and/or the Term Facility and/or after the Delayed Draw Termination Date, so long asthe Delayed Draw Term Facility, or, if the Term Facility has been terminated or is otherwise no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection longer outstanding, with a Limited Condition Transaction new term facility on substantially the same terms as the Term Facility (and after the Increase Effective Date with respect thereto all references to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more Term Facility” herein and in any other Loan Documents shall mean such new term loan commitments facility (the “New Term Loan Commitments” andFacility”)); provided that any such request for an increase shall be in a minimum amount of $25,000,000 or a whole multiple of $5,000,000 in excess thereof, together with or such other amount agreed to 63861415 by the New Revolving CommitmentsCompany and the Administrative Agent. In such written notice, the “New Commitments”) by notice Company shall specify the Facility that it proposes to increase, the Agent currency it proposes to borrow in writing the case of an increase in the amount of such proposed increase (such notice, a “Commitment Increase Notice”) Delayed Draw Term Facility (which shall promptly notify be Dollars, Euro or Sterling) and the Lenders being requestedidentity of each Appropriate Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (Ai) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Appropriate Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable Facility offered to it (and any Lender that has failed to respond to any such request shall be deemed to have declined to increase its Revolving Credit Commitment, Term Commitment or Delayed Draw Term Commitment, as applicable) and (ii) any Eligible Assignee providing any portion of such increase in the applicable Facility that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New CommitmentLender Joinder Agreement”).

Request for Increase. The Borrower may may, at any time prior and from time to the applicable Maturity Date, so long as, time (but in no Event event more than once during each fiscal year of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9Borrower), request (i) increases of the Revolving Commitment (any such increaserequest, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative Agent, the Administrative Agent’s approval of an increase of the total Commitments (a “Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Commitment Increase. Within twenty (20) days of such request, the Administrative Agent shall determine in accordance with its customary underwriting standards then in effect whether or not it approves the Commitment Increase and advise the Borrower in writing of its approval or disapproval of such request and, if the request is not approved, the reasons therefor. Failure to so advise the Borrower within twenty (20) days shall not constitute approval or disapproval. If the Administrative Agent approves any such Commitment Increase, then the total Commitment may be so increased (up to the amount of such proposed approved Commitment Increase) by having one or more New Lenders increase the amount of their then existing Commitments or become Lenders, provided however that approval by the Administrative Agent is not a commitment by the Administrative Agent to increase its Commitment or to find New Lenders. Any Commitment Increase shall be subject to the following limitations and conditions: [i] any increase (such noticein the aggregate) in the total Commitment and the amount (in the aggregate) of any new Commitment and/or any amount (in the aggregate) of any increase in the Commitment of any New Lender, a “Commitment Increase Notice”) shall not be less than $1,000,000 (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice and shall be in the minimum amount integral multiples of $10,000,000 500,000 if in excess thereof); [ii] no Commitment Increase pursuant to this Section 2.20 shall increase the total Commitment to an amount in excess of $175,000,000; [iii] the Borrower and each New Lender shall have executed and delivered a Commitment and Acceptance and the aggregate principal amount of New Commitments on Administrative Agent shall have accepted and after executed the Closing Date same; [iv] the Borrower shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is have executed and delivered to the Administrative Agent (such Note or such lesser period of time Notes as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments Lender shall request to reflect such Commitment Increase; [v] the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the form of opinion provided for in Section 4.01, modified to apply to the Commitment Increase and any each Note and Commitment and Acceptance executed and delivered in connection therewith); [vi] all Guarantors shall have consented in writing to the Commitment Increase and shall have agreed that their Guaranties continue in full force and effect; and (vii) the Borrower and each New Lender shall otherwise have executed and delivered such Lender or other Person approached instruments and documents, including but not limited to provide all or a portion modifications of the New Commitments may elect or declineMortgages, Security Agreement, Pledge of Equity Interests to, among other things reflect the Commitment Increase, as the Administrative Agent shall have reasonably requested in its sole discretion, connection with such Commitment Increase. The form and substance of the documents required under clauses [iii] through [vii] above shall be acceptable to the Administrative Agent. The Administrative Agent shall provide a New Commitmentwritten notice to all of the Lenders hereunder of any Commitment Increase.

Request for Increase. The Borrower may may, at any time prior and from time to the applicable Maturity Datetime, so long asrequest, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative Agent, the Administrative Agent’s approval of an increase of the Aggregate Commitment (a “Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Commitment Increase. Within twenty (20) days of such request, the Administrative Agent in writing shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Commitment Increase, then the Aggregate Commitment may be so increased (up to the amount of such proposed approved Commitment Increase) by having one or more New Lenders increase the amount of their then existing Commitments or become Lenders. Any Commitment Increase shall be subject to the following limitations and conditions: (i) any increase (such noticein the aggregate) in the Aggregate Commitment and the amount (in the aggregate) of any new Commitment and/or any amount (in the aggregate) of any increase in the Commitment of any New Lender, a “Commitment Increase Notice”) shall not be less than $5,000,000 (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice and shall be in the minimum amount integral multiples of $10,000,000 1,000,000 if in excess thereof); (ii) no Commitment Increase pursuant to this Section 2.17 shall increase the Aggregate Commitment to an amount in excess of $3,200,000,000; (iii) the Borrower and each New Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit G hereto, and the aggregate principal amount of New Commitments on Administrative Agent shall have accepted and after executed the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify same; (Aiv) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is have executed and delivered to the Administrative Agent (such Note or such lesser period of time Notes as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments Lender shall request to reflect such Commitment Increase; (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.01 modified to apply to the Commitment Increase and any each Note and Commitment and Acceptance executed and delivered in connection therewith); (vi) the Guarantors shall have consented in writing to the Commitment Increase and shall have agreed that their Guaranties continue in full force and effect; and (vii) the Borrower and each New Lender shall otherwise have executed and delivered such Lender or other Person approached to provide all or a portion instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Commitment Increase. The form and substance of the New Commitments may elect or decline, in its sole discretion, documents required under clauses (iii) through (vii) above shall be fully acceptable to the Administrative Agent. The Administrative Agent shall provide a New Commitmentwritten notice to all of the Lenders hereunder of any Commitment Increase.

Request for Increase. If no Default or Event of Default shall have occurred and be continuing, Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), Date request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice (x) shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed $200,000,000 and (y) may only be exercised three (3) times by Borrower during the New Commitment Capterm of this Agreement. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. Borrower After the Initial Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, (x) request an increase in the Term Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each a “Term Commitment Increase”) to be made available to the Borrowers and (y) request an increase in the Revolving Credit Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each a “Revolving Credit Commitment Increase”) to be made available to the Borrowers; provided, in either case, that (i) any such Term Commitment Increase shall be in a minimum amount of $5,000,000 or increments of $1,000,000 in excess thereof; (ii) any such Revolving Credit Commitment Increase shall be in a minimum amount of $2,000,000 or increments of $1,000,000 in excess thereof; (iii) the scheduled maturity date of any such Term Commitment Increase and/or Revolving Credit Commitment Increase shall be no earlier than the Scheduled Maturity Date of the Term Facility and/or Revolving Credit Facility, as applicable; (iv) the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Commitment Increase (each an “Incremental Term Loan”) shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Facility at the time of the closing of such Term Commitment Increase; (v) solely with respect to any time Term Commitment Increase, entered into on or prior to the applicable Maturity first anniversary of the Initial Closing Date, so long asthe Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”); provided that, no Event in order to comply with this clause (v) the Borrowers may increase the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of Default shall have occurred and be continuing such Incremental Term Loan; (subject in vi) the case terms of any New such Commitment Increase shall be substantially consistent with terms and pursuant to documentation applicable to the Term Loan Commitments Facility or the Revolving Credit Facility, as applicable (but excluding any terms applicable after the Scheduled Maturity Date of the Term Facility or Revolving Credit Facility, as defined belowapplicable) established in connection with a Limited Condition Transaction (except to the extent permitted under this Section 1.92.14 or otherwise as set forth herein), request or as otherwise mutually reasonably satisfactory to the Administrative Agent and the Borrowers; (ivii) increases any Commitment Increase may be available in Dollars or any other currency reasonably acceptable to the Administrative Agent and the Lenders providing such Commitment Increase; and (viii) the obligations in respect of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) Incremental Loans shall not be secured by any Lien on any asset of any Loan Party that does not constitute Collateral. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments (and revolving credit loans thereunder) or term loan commitments made on an Increase Effective Date that are not fungible for United States federal income tax purposes with an existing Class of Revolving Credit Commitments (the “New and Revolving Credit Loans thereunder) or Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan CommitmentsLoans, as applicable, shall be effective, which shall be designated a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period separate Class of time as may be agreed to by the Agent) and (B) the identity Incremental Commitments for all purposes of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitmentthis Agreement.

Request for Increase. The Borrower may at any from time prior to time, request by notice to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing Administrative Agent (subject x) an increase in the case amount of any New Term Loan the Aggregate Revolving Commitments (as defined beloweach, a “Revolving Credit Increase”) established or (y) an increase in connection with a Limited Condition Transaction to Section 1.9), request (i) increases the amount of the Revolving Commitment (any such increaseHTA-1 Term Loans, the “HTA-2 Term Loans, the New Revolving DDTLs or New DDTL Commitments”) and/or (ii) , the establishment of New 5.5-Year Term Loans, the HR-1 Term Loans, the HR-2 Term Loans, or one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date tranches (each, an “Increased Amount DateIncremental Term Loan”) on which Borrower proposes that the New Revolving Commitments or New ; each Incremental Term Loan Commitmentsand each Revolving Credit Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $1,000,000,000, (ii) any such request for an Incremental Increase shall be in a minimum amount of $50,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section), (iii) no Revolving Credit Increase shall (A) increase the L/C Committed Amount without the consent of each L/C Issuer or (B) increase the Swing Line Availability without the consent of the Swing Line Lender, (iv) no Incremental Term Loan that is a separate tranche shall mature earlier than the latest Termination Date, (v) the terms of each Revolving Credit Increase or Incremental Term Loan that is an increase to an existing tranche of Term Loans shall be identical to those of the Revolving Credit Facility or such applicable Term Loan, as applicable, and (vi) each Incremental Increase shall constitute Obligations hereunder and shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered guaranteed pursuant to the Agent (or such lesser period of time as may be agreed to by Guaranties on a pari passu basis with the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentObligations hereunder.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may at any from time to time request an increase in the Facility by an amount (in the aggregate for all such requests) not exceeding (x) for the period prior to January 9, 2018, $50,000,000 and (y) for the applicable Maturity Dateperiod from and after January 9, so long as2018, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request $150,000,000; provided that (i) increases of the Revolving Commitment (any such increaserequest for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree), the “New Revolving Commitments”) and/or and (ii) the establishment Borrower may make a maximum of one or more new term loan commitments (two such requests from and after January 9, 2018. At the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing time of the amount of such proposed increase (sending such notice, a “Commitment Increase Notice”) (which the Borrower shall promptly notify specify the Lenders being requested)identity of each Lender and each Eligible Assignee to whom the Borrower proposes any portion of such increase in the Facility be allocated; provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (Ai) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of such increase in the New Commitments Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Facility offered to it (and any Lender that has failed to respond to any such request shall be deemed to have declined to participate in such increase in the Facility), (ii) no Lender or Eligible Assignee providing such increase shall be an Ineligible Institution, (iii) each Lender and Eligible Assignee providing such increase shall be subject to the consent of the Administrative Agent (not to be unreasonably withheld) to the extent an assignment of Term Loans to such Person would require consent of the Administrative Agent under Section 10.06 and (iv) any Eligible Assignee providing any portion of such increase in the Facility that is not an existing Lender (such Eligible Assignee, a “New CommitmentLender”) shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “Joinder Agreement”). Any increase in the Facility pursuant to this Section 2.17 shall be in the form of one or more additional term loans made to the Borrower (any such term loan being referred to herein as an “Incremental Term Loan”).

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases Provided there exists no Default or Event of the Revolving Commitment (any such increaseDefault, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by upon notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders), the Borrower may from time to time, request an increase in the Total Commitment by an amount not exceeding $25,000,000; provided, however, provided that (i) any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 5,000,000 and (ii) any increase will permanently reduce the amount available under this provision. At the time of sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which each Lender or any potential Lenders are requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders and potential Lenders). Each Lender shall notify the Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Agent and the aggregate principal amount other Lenders, the Borrower or Agent (with the approval of New Commitments on Borrower) may also invite additional financial institutions to become Lenders pursuant to a joinder agreement in form and after substance satisfactory to the Closing Agent and its counsel. (ii) If the Total Commitment is increased in accordance with this Section 2(c), the Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. (iii) As a condition precedent to such increase, the Borrower shall deliver to the Agent a certificate dated as of the Increase Effective Date shall not exceed the New Commitment Cap. Each such notice shall specify (in sufficient copies for each Lender) signed by an Authorized Officer of Borrower (A) certifying and attaching the date (eachresolutions adopted by Borrower approving or consenting to such increase and borrowing from a particular Lender, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) certifying that, before and after giving effect to such increase, (x) the identity representations and warranties contained in Section 3 and the other Loan Documents are true and correct on and as of each Lender or other Person the Increase Effective Date, except to the extent that is such representations and warranties specifically refer to an Eligible Assignee earlier date, in which case they are true and correct as of such earlier date, and (each, a “New y) no Default nor Event of Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any prepayment fees required pursuant the Master Revolving Loan Lender” or “New Term Loan Lender”, as applicableNotes) to whom Borrower proposes the extent necessary to keep the outstanding Loans ratable with any portion of such New Revolving revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2(c). (iv) This Section 2(c) shall supersede any provisions in Section 7 or New Term Loan Commitments, as applicable, be allocated and 3(c) to the amounts of such allocations (but no Lender contrary. 2.10 Schedule I to the Addendum to Credit Agreement is obligated to accept such allocation); provided that Borrower may, replaced in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee entirety with the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion attached Schedule I. 2.11 In Section 1.A of the New Commitments may elect or decline, Advance Formula Agreement is hereby amended and restated in its sole discretion, to provide a New Commitment.entirety as follows:

Request for Increase. Borrower After the Initial Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, (x) request an increase in the Term Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each a “Term Commitment Increase”) to be made available to the Borrowers and (y) request an increase in the Revolving Credit Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each a “Revolving Credit Commitment Increase”) to be made available to the Borrowers; provided, in either case, that (i) any such Term Commitment Increase shall be in a minimum amount of $5,000,000 or increments of $1,000,000 in excess thereof; (ii) any such Revolving Credit Commitment Increase shall be in a minimum amount of $2,000,000 or increments of $1,000,000 in excess thereof; (iii) the scheduled maturity date of any such Term Commitment Increase and/or Revolving Credit Commitment Increase shall be no earlier than the Scheduled Maturity Date of the Term Facility and/or Revolving Credit Facility, as applicable; (iv) the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Commitment Increase (each an “Incremental Term Loan”) shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Facility at the time of the closing of such Term Commitment Increase; (v) solely with respect to any time Term Commitment Increase entered into on or prior to the applicable Maturity first anniversary of the Initial Closing Date, so long asthe Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”); provided that, no Event in order to comply with this clause (v) the Borrowers may increase the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of Default shall have occurred and be continuing such Incremental Term Loan; (subject in vi) the case terms of any New such Commitment Increase shall be substantially consistent with terms and pursuant to documentation applicable to the Term Loan Commitments Facility or the Revolving Credit Facility, as applicable (but excluding any terms applicable after the Scheduled Maturity Date of the Term Facility or Revolving Credit Facility, as defined belowapplicable) established in connection with a Limited Condition Transaction (except to the extent permitted under this Section 1.92.14 or otherwise as set forth herein), request or as otherwise mutually reasonably satisfactory to the Administrative Agent and the Borrowers; (ivii) increases any Commitment Increase may be available in Dollars or any other currency reasonably acceptable to the Administrative Agent and the Lenders providing such Commitment Increase; and (viii) the obligations in respect of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) Incremental Loans shall not be secured by any Lien on any asset of any Loan Party that does not constitute Collateral. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments (and revolving credit loans thereunder) or term loan commitments made on an Increase Effective Date that are not fungible for United States federal income tax purposes with an existing Class of Revolving Credit Commitments (the “New and Revolving Credit Loans thereunder) or Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan CommitmentsLoans, as applicable, shall be effective, which shall be designated a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period separate Class of time as may be agreed to by the Agent) and (B) the identity Incremental Commitments for all purposes of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitmentthis Agreement.

Request for Increase. Borrower may If the Available Borrowing Base exceeds $175 million at any time prior to following the applicable Maturity Date, so long as, no Event of Default shall have occurred Closing Date and be continuing (subject the Borrower is in compliance with the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increaseBorrowing Base Requirement, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by Borrower may request an increase in Commitments upon written notice to the Administrative Agent in writing the form of the amount of such proposed increase Exhibit D (each such notice, a “Incremental Loan Commitment Increase Notice”) (), pursuant to which shall promptly notify the Borrower will request the Lenders being requestedto provide on a pro rata basis, or, in the event one or more of the Lenders declines to provide its pro rata share of the requested amount of the increase in commitments pursuant to Section 2.9(b), permit other existing Lenders (on a non-pro rata basis) or New Lenders (defined below) to provide, new Commitments to increase the Total Commitment Amount (each such new Commitment, an “Incremental Loan Commitment”); provided, however, that any such request pursuant to a that: (i) the Incremental Loan Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify set forth (A) the date aggregate amount of the Incremental Loan Commitments requested, (each, an “Increased Amount Date”B) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered Incremental Loan Commitments are requested to be effective (“Incremental Loan Increase Date”), which shall not be less than sixty (60) days after the Agent date of such notice, (or such lesser period of time as may be agreed to by the Agent) and (BC) the identity requested maturity date and interest rate of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) Incremental Loans related to whom Borrower proposes any portion of such New Revolving Commitments or New Term Incremental Loan Commitments, as applicable, and (D) the upfront fees the Borrower proposes to pay to participating Lenders in such Incremental Loan Commitment, (ii) all Incremental Loan Commitments hereunder shall not exceed $200,000,000 (the “Incremental Loan Amount”) in the aggregate, (iii) any request for an Incremental Loan Commitment shall be allocated and in a minimum amount of (x) $50,000,000 or (y) such lesser amount equal to the amounts Incremental Loan Amount minus the Incremental Loan Commitments granted on or prior to the date of such allocations request, *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission (but no Lender is obligated iv) the terms of each requested Incremental Loan Commitment are identical to accept such allocation); those applicable to the original Commitment, other than with respect to (x) maturity (provided that Borrower maythe Loan Maturity Date of any Incremental Loan shall not be earlier than the Loan Maturity Date of the Initial Loans), (y) interest rates, and (z) upfront fees, (v) if the All-In Yield applicable to such Incremental Loan Commitment shall be greater than the applicable All-In Yield payable with respect to any Loans (other than Incremental Loans made pursuant to such Incremental Loan Commitment) by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in its sole discretionthe proviso below, offer the LIBO Rate or Base Rate floor) with respect to such Loans shall be increased by the applicable Yield Differential; provided, that, if any Incremental Loan Commitments include a LIBO Rate or Base Rate floor that is greater than the LIBO Rate or Base Rate floor applicable to any existing Lender Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (v) but only to the extent an increase in the LIBO Rate or other Person Base Rate Floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such case the LIBO Rate and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between interest rate floors; provided further that any undrawn or commitment fees applicable to such Incremental Loan Commitments shall be included in the foregoing calculation solely to the extent such fees exceed those applicable to the Loans by more than 50 basis points per annum; (vi) no request for an Incremental Loan Commitment may be made after the end of the Availability Period, (vii) the Borrower shall provide to the Administrative Agent such information that is reasonably requested by the Administrative Agent on behalf of the Lenders to evaluate the request for an Eligible Assignee Incremental Loan Commitment, (viii) on the opportunity to participate date of the request by the Borrower for an Incremental Loan Commitments, the conditions set forth in all or a portion of any such New Commitments and any such Section 2.9(e)(i) shall have been satisfied, and (ix) no Lender or other Person approached shall be obligated to provide all any new or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New additional Commitment.

Request for Increase. Borrower may at At any time and from time to time prior to the applicable Maturity Termination Date, so long as, as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have occurred and be continuing the right to request an increase of the aggregate of the then outstanding Commitments (subject including the Letter of Credit Sublimit) by an amount as would cause the Total Commitments not to exceed $950,000,000 in the case aggregate. The Administrative Agent and the Lead Borrower shall determine the effective date of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (such requested increase and any such requested increase shall be first made available to all existing Lenders on a pro rata basis. To the extent that, on or before the tenth (10th) day (or such shorter period as may be agreed by the Administrative Agent) following such request for an increase hereunder, the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, or fail to respond to such request for an increase, the “New Revolving Commitments”) and/or (ii) Administrative Agent, in consultation with the establishment of Lead Borrower, will use its reasonable best efforts to arrange for one or more new term loan other Persons to become a Lender hereunder and to issue commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice in an amount equal to the Agent in writing of the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such proposed increase (such noticeby either means, a “Commitment Increase NoticeIncrease,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”) (which shall promptly notify the Lenders being requested); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request pursuant by the Lead Borrower, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to a the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the Commitment of any Additional Lender under this Agreement be less than $10,000,000. Each Commitment Increase Notice shall be in the a minimum aggregate amount of at least $10,000,000 25,000,000 and the aggregate principal amount in integral multiples of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, $5,000,000 in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitmentexcess thereof.

Request for Increase. The Borrower may at any request an increase in Commitments from time prior to time upon written notice to Administrative Agent. If the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in Administrative Agent accepts the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such proposed increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by Borrower shall deliver a formal written notice to the Administrative Agent in writing the form of the amount of such proposed increase Exhibit D (such notice, a an “Incremental Loan Commitment Increase Notice”), pursuant to which the Borrower will request the Committed Lenders to increase their Commitments (each an “Incremental Loan Commitment”) in an aggregate amount as mutually agreed between the Administrative Agent and the Borrower (which shall promptly notify the Lenders being requested“Incremental Loan Amount”); provided, however, that (i) any such request pursuant to a for an Incremental Loan Commitment Increase Notice shall be in the a minimum amount of $10,000,000 or such lesser amount equal to the remaining Incremental Loan Amount and the aggregate principal amount increments of New Commitments on and $5,000,000 (each an “Incremental Loan Commitment Increase”), (ii) no request for an Incremental Loan Commitment may be made after the Closing Date end of the Availability Period, (iii) the Borrower shall not exceed provide to the New Group Agents and Committed Lenders such information that is reasonably required by the Committed Lenders to evaluate the request for an Incremental Loan Commitment Capand (iv) on the date of any request by the Borrower for an Incremental Loan Commitment Increase the conditions set forth in Section 2.9(e)(i), (ii), (iii) and (iv) shall have been satisfied. Each such notice An Incremental Loan Commitment Increase Notice shall specify set out (A) the date amount of the Incremental Loan Commitment requested, (each, an “Increased Amount Date”B) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after and the date on which such notice is delivered Incremental Loan Commitments are requested to be effective (each an “Incremental Loan Increase Date”), which shall not be less than thirty (30) days nor more than forty-five (45) days after the date of such notice, (C) the upfront fees the Borrower proposes to pay to participating Lenders in such Incremental Loan Commitment, (D) the Applicable Margin the Borrower proposes to apply with respect to the Agent (or such lesser period of time as may be agreed to by the Agent) Incremental Loans being requested and (BE) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom maturity date the Borrower proposes any portion of such New Revolving Commitments or New Term be applicable to the Incremental Loans being requested. Any Incremental Loan Commitments, Commitment shall be a commitment to make loans with the same principal terms as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation)Loans; provided that Borrower mayIncremental Loan Commitments need not have the same upfront fees, in its sole discretion, offer to any Applicable Margin and maturity date as then existing Lender or other Person that is an Eligible Assignee Loans but the opportunity to participate in terms of all or a Incremental Loan Commitments with the same Incremental Loan Increase Date shall be identical. 57 Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion of any such New Commitments has been omitted and any such Lender or other Person approached to provide all or a portion of filed separately with the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentSecurities and Exchange Commission.

Request for Increase. Borrower may If the Available Borrowing Base exceeds $200 million at any time prior to following the applicable Maturity Date, so long as, no Event of Default shall have occurred Closing Date and be continuing (subject the Borrower is in compliance with the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increaseBorrowing Base Requirement, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by Borrower may request an increase in Commitments upon written notice to the Administrative Agent in writing the form of the amount of such proposed increase Exhibit D (each such notice, a “Incremental Loan Commitment Increase Notice”) (), pursuant to which shall promptly notify the Borrower will request the Lenders being requestedto provide on a pro rata basis, or, in the event one or more of the Lenders declines to provide its pro rata share of the requested amount of the increase in commitments pursuant to Section 2.9(b), permit other existing Lenders (on a non-pro rata basis) or New Lenders (defined below) to provide, new Commitments to increase the Total Commitment Amount (each such new Commitment, an “Incremental Loan Commitment”); provided, however, that any such request pursuant to a that: (i) the Incremental Loan Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify set forth (A) the date aggregate amount of the Incremental Loan Commitments requested, (each, an “Increased Amount Date”B) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered Incremental Loan Commitments are requested to be effective (“Incremental Loan Increase Date”), which shall not be less than sixty (60) days after the Agent date of such notice, (or such lesser period of time as may be agreed to by the Agent) and (BC) the identity requested maturity date and interest rate of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) Incremental Loans related to whom Borrower proposes any portion of such New Revolving Commitments or New Term Incremental Loan Commitments, as applicable, and (D) the upfront fees the Borrower proposes to pay to participating Lenders in such Incremental Loan Commitment, (ii) all Incremental Loan Commitments hereunder shall not exceed $175,000,000 (the “Incremental Loan Amount”) in the aggregate, (iii) any request for an Incremental Loan Commitment shall be allocated and in a minimum amount of (x) $50,000,000 or (y) such lesser amount equal to the amounts Incremental Loan Amount minus the Incremental Loan Commitments granted on or prior to the date of such allocations request, (but no Lender is obligated iv) the terms of each requested Incremental Loan Commitment are identical to accept such allocation); those applicable to the original Commitment, other than with respect to (x) maturity (provided that Borrower maythe Loan Maturity Date of any Incremental Loan shall not be earlier than the Loan Maturity Date of the Initial Loans), (y) interest rates, and (z) upfront fees, (v) if the All-In Yield applicable to such Incremental Loan Commitment shall be greater than the applicable All-In Yield payable with respect to any Loans (other than Incremental Loans made pursuant to such Incremental Loan Commitment) by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION. interest rate (together with, as provided in its sole discretionthe proviso below, offer the LIBO Rate or Base Rate floor) with respect to such Loans shall be increased by the applicable Yield Differential; provided, that, if any Incremental Loan Commitments include a LIBO Rate or Base Rate floor that is greater than the LIBO Rate or Base Rate floor applicable to any existing Lender Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause ‎(v) but only to the extent an increase in the LIBO Rate or other Person Base Rate Floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such case the LIBO Rate and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between interest rate floors; provided further that any undrawn or commitment fees applicable to such Incremental Loan Commitments shall be included in the foregoing calculation solely to the extent such fees exceed those applicable to the Loans by more than 50 basis points per annum; (vi) no request for an Incremental Loan Commitment may be made after the end of the Availability Period, (vii) the Borrower shall provide to the Administrative Agent such information that is reasonably requested by the Administrative Agent on behalf of the Lenders to evaluate the request for an Eligible Assignee Incremental Loan Commitment, (viii) on the opportunity to participate date of the request by the Borrower for an Incremental Loan Commitments, the conditions set forth in all or a portion of any such New Commitments and any such Section 2.9(e)(i) shall have been satisfied, and (ix) no Lender or other Person approached shall be obligated to provide all any new or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New additional Commitment.

Request for Increase. Borrower may at any The Company may, from time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9)time, request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative Agent (x) one or more increases in writing of the amount of such proposed increase Revolving Credit Facility (such noticeeach, a “Commitment Increase NoticeRevolving Credit Increase”), (y) one or more increases in any Term Facility (each, a “Term Loan Increase”) or (which shall promptly notify z) one or more term loan tranches to be made available to the Lenders being requested); provided, however, that any such request pursuant to Company or a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date Designated Borrower (each, an “Increased Amount DateIncremental Term Loan”) on which Borrower proposes that the New ; each Incremental Term Loan, each Revolving Commitments or New Credit Increase and each Term Loan CommitmentsIncrease, collectively, referred to as applicable, the “Incremental Increases”); provided that (i) the aggregate principal amount for all such Incremental Increases shall not exceed $300,000,000; (ii) any such request for an Incremental Increase shall be effectivein a minimum amount of $25,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase the Swing Line Sublimit without the consent of each of the Swing Line Lenders; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for any Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of any Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu in right of payment, which shall prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be a date not less than 10 Banking Days subordinate, paid after the date on which Term Loans, unsecured or have fewer voting rights by the Lenders providing such notice is delivered Incremental Term Loan) (and any Incremental Term Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other provisions, including any applicable intercreditor agreement, in each case reasonably acceptable to the Administrative Agent (or such lesser period of time as may be agreed to by and the AgentCompany) and (B) shall have an Applicable Rate or pricing grid as determined by the identity Lenders providing such Incremental Term Loans and the Company; (vi) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions of the existing Facilities, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Incremental Term Loan and the Company, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be more restrictive than the corresponding terms set forth in or made applicable to the existing Facilities (except to the extent only applicable after the latest Maturity Date of the other Facilities then in effect) or (y) contravene any of the terms of the then existing Loan Documents; and (viii) each Lender or other Person Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to any Incremental Term Loan that is an Eligible Assignee (eachjunior in right of payment, a “New Revolving Loan Lender” or “New Term Loan Lender”prepayment, as applicable) voting and/or security, shall be guaranteed and secured pursuant to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated the Guaranty and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or Collateral Documents on a pari passu basis with the other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentObligations hereunder.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may may, at any time prior and from time to time after the applicable Amendment Effective Date, request to increase the aggregate amount of the Facilities to an amount not exceeding $1,750,000,000 by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term Facility (each such increase, an “Incremental Term Increase”) or establishing a new (or increasing an existing) tranche of pari passu term facility (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase, and Incremental Term Increase are collectively referred to as “Incremental Facilities”); provided that (i) the maturity date of any Incremental Revolving Increase shall be no earlier than the Revolving Maturity Date in effect at such time, the maturity date of any Incremental Term Increase and any Incremental Term Loan Facility shall be no earlier than the Term Loan Maturity Date, so long asas applicable, no Event of Default shall have occurred and be continuing (subject ii) except in the case of any New an Incremental Term Loan Commitments Facility, each such Incremental Facility shall be on the same terms (including maturity date) as defined belowthe Facility being increased, (iiiii ) established in connection with a Limited Condition Transaction the terms and conditions of each Incremental Term Loan Facility will be determined by the Borrower and the lenders under such Incremental Term Loan Facility and consented to by the Administrative Agent, such consent, subject to clause (iii) of the last proviso to Section 1.910.01, not to be unreasonably withheld, conditioned or delayed, and (iviii) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c) and (d)) shall be satisfied or waived. At the time of sending such notice, request the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Each notice from the Borrower pursuant to this Section 2.16(a) shall specify (i) increases of the whether it proposes an Incremental Revolving Commitment (any such increaseIncrease, the “New Revolving Commitments”) and/or an Incremental Term Increase or an Incremental Term Loan Facility, (ii) the establishment of one or more new term loan commitments (the “New if it proposes an Incremental Term Loan Commitments” and, together with the New Revolving CommitmentsFacility, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) terms thereof and (Biii) the identity of each Lender or other Person that is an and each Eligible Assignee (each, a “New Revolving Loan Lender” that it has approached or “New Term Loan Lender”, as applicable) proposes to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated approach to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of such Incremental Facility (subject in each case to any requisite consents required under Section 10.06). At the time of sending such New Commitments and any notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or other Person not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of the New Commitments such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New CommitmentLender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. Borrower may at any time prior to the applicable Maturity DateProvided there exists no Default, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by upon written notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders), the Borrower may from time to time on or after the Closing Date, request an increase in the Aggregate Commitments to an amount not exceeding $70,000,000105,000,000; provided, however, provided that any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be other amount agreed to by the Borrower and the Administrative Agent. Each notice from the Borrower pursuant to this Section 2.14(a) and (B) shall specify the identity of each Lender or other Person that is an and each Eligible Assignee (each, a “New Revolving Loan Lender” that it has or “New Term Loan Lender”, as applicable) proposes to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated approach to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06). Each designated existing Lender shall notify the Administrative Agent and the Borrower within 10 Business Days whether or not it agrees to provide all or a portion of such New Commitments and any increase and, if so, whether by an amount equal to, greater than, or less than, its Applicable Percentage of such requested increase. Any existing Lender or other Person approached to provide all or a portion of the New Commitments such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase offered to it. Any designated Lender not responding within such time period shall be deemed to have declined to increase its Commitment. Any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New CommitmentLender Joinder Agreement”). The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. Borrower may at any time prior to the applicable Maturity DateProvided there exists no Default, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders), Newpark may from time to time, request an increase in the Aggregate Commitments (an “Incremental Commitment”) in an amount up to but not exceeding (giving effect to all such increases) $275,000,000; provided, however, provided that (i) any such request pursuant to a for an Incremental Commitment Increase Notice shall be in the a minimum amount of $10,000,000 10,000,000, (ii) Newpark may make a maximum of five (5) such requests, (iii) such Incremental Commitment shall be on the same terms and conditions, including pricing, as the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan then existing Commitments, as applicableexcept with respect to any arrangement, shall be effectiveupfront, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as similar fees that may be agreed to among the Borrowers and any Lenders providing such Incremental Commitment, (iv) neither the funding of such Incremental Commitment (assuming that such Incremental Commitment were fully drawn) nor the existence of the Liens securing the same would violate the terms of any indenture or other agreement governing Indebtedness for borrowed money in excess of $25,000,000 (including the 2021 Convertible Notes Documents) of Newpark or any of its Subsidiaries and, after giving effect to such Incremental Commitment, the Aggregate Commitments shall not exceed 90% of any relevant cap under any such agreement, and (v) any such Incremental Commitment shall benefit from the same guarantees as, and be secured on a pari passu basis by the same Collateral securing, the existing Commitments. At the time of sending such notice, Newpark (in consultation with the Administrative Agent) and (B) shall specify the identity of time period within which each Lender or other Person that is an Eligible Assignee requested to respond (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion which shall in no event be less than ten Business Days from the date of delivery of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and notice to the amounts of such allocations (but no Lender is obligated to accept such allocationLenders); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, Provided that no Event of Default shall have occurred and be continuing (subject is then continuing, upon written notice to the Administrative Agent, the Borrower may, at any time and from time to time on and after the Delayed Draw Termination Date, elect to increase the Facility Amount to an amount not exceeding $600,000,000 in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction aggregate after giving effect to Section 1.9), request (i) increases of the Revolving Commitment (such increase; provided that any such increase, request for an increase shall be in a minimum amount of $50,000,000 or such other amount reasonably agreed to by the “New Revolving Commitments”) and/or (ii) Borrower and the establishment Administrative Agent. Any increase in the Facility Amount pursuant to this Section 2.15 shall be in the form of a single Borrowing consisting of one or more new additional term loans made to the Borrower (any such term loan commitments (the being referred to herein as an “New Incremental Term Loan Commitments” and, together with the New Revolving Commitments, the “New CommitmentsLoan”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any and Eligible Assignees participating in such request increase in accordance with the terms of this Section 2.15. Each notice from the Borrower pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice this Section 2.15 shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an and each Eligible Assignee (each, a “New Revolving Loan Lender” that it has or “New Term Loan Lender”, as applicable) proposes to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated approach to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06). Each designated existing Lender shall notify the Administrative Agent and the Borrower within 20 Business Days whether or not it agrees to provide all or a portion of such New Commitments and any increase and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any existing Lender or other Person approached to provide all or a portion of the New Commitments such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase offered to it. Any designated Lender not responding within such time period shall be deemed to have declined to participate in such increase. Any Eligible Assignee providing any portion of such increase that is not an existing Lender 50 shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New CommitmentLender Joinder Agreement”). The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. The Borrower may at any may, from time prior to time, request by written notice to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing Administrative Agent (subject x) one or more increases in the case of any New Term Loan Commitments Revolving Credit Facility (as defined below) established in connection with each, a Limited Condition Transaction to Section 1.9“Revolving Credit Increase”), request (y) one or more increases in the Term A Facility (each, a “Term A Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term A Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) increases of the Revolving Commitment principal amount for all such Incremental Increases, in the aggregate, since the Closing Date (any such increase, including the “New Revolving Commitments”then requested Incremental Increase) and/or shall not exceed $250,000,000; (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment for an Incremental Increase Notice shall be in the a minimum amount of $10,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section) and the aggregate principal amount Borrower may make a maximum of New Commitments on and after five such requests (excluding any requests that are not consummated); (iii) no Revolving Credit Increase shall increase the Closing Swing Line Sublimit without the consent of the Swing Line Lender; (iv) any Revolving Credit Increase may, at the request of the Borrower, be available for the issuance of Letters of Credit within the limits of the L/C Issuer Sublimits; (v) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term A Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term A Facility; (vi) each Incremental Term Loan shall not exceed the New Commitment Cap. Each such notice shall specify (A) rank pari passu in right of payment, prepayment, voting and/or security with the date Term A Loans and (eachB) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vii) except as provided above, an “Increased Amount Date”) on which Borrower proposes that all other terms and conditions applicable to any Term A Loan Increase or Incremental Term Loan, to the New Revolving Commitments or New extent not consistent with the terms and conditions applicable to the Term Loan Commitments, as applicableA Facility, shall be effectivereasonably satisfactory to the Administrative Agent, which the applicable Lenders providing such Term A Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms, taken as a whole, are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); and (viii) each Incremental Increase shall constitute Obligations hereunder and shall be a date not less than 10 Banking Days after the date on which such notice is delivered guaranteed and secured pursuant to the Agent Guaranty, Collateral Agreement and the other Security Instruments on a pari passu or (or such lesser period of time as may be if agreed to by the Lenders providing such Incremental Term Loan) junior basis (subject to intercreditor documentation reasonably satisfactory to the Administrative Agent) and (B) with the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentObligations hereunder.

Request for Increase. Borrower may at any time prior to the applicable Maturity DateUnless a Default or an Event of Default has occurred and is then continuing, so long asas Borrowers shall not have elected to permanently reduce the Commitments hereunder and except as otherwise provided herein, no Event Administrative Borrower may make a maximum of Default shall have occurred two (2) requests that the Lenders increase their Commitments hereunder in minimum increments of $5,000,000 (each such increase, an “Uncommitted Accordion Activation” and be continuing (subject in the case amount of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9each such increase, an “Uncommitted Accordion Amount”), request ; provided that (i) increases of the Revolving Commitment (any Administrative Borrower shall have made such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice request to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders) on or subsequent to the Effective Date but no later than one hundred eighty (180) days prior to the Termination Date, (ii) in no event shall the Commitments be increased pursuant to this Section 2.2(h) by an amount which exceeds, in the aggregate, $250,000,000, (iii) no Default or Event of Default will occur as a result of such Uncommitted Accordion Activation, (iv) no default or event of default will occur under any other agreement of Indebtedness as a result of such Uncommitted Accordion Activation, (v) Borrowers shall pay Agent (for the ratable benefit of the Uncommitted Accordion Lenders, subject to any letter agreement between Agent and the Uncommitted Accordion Lenders), such fees and other compensation as Borrowers, Agent and the Uncommitted Accordion Lenders being requested); providedshall agree based upon current market conditions at the time of such Uncommitted Accordion Activation, however, that and (vi) Borrowers shall pay Agent (solely for its own benefit) such arrangement fees as Borrowers and Agent shall agree. At the time of making any such request pursuant request, Administrative Borrower (in consultation with Agent) shall specify the time period within which each Lender is requested to a Commitment Increase Notice respond (which shall in no event be in less than ten (10) Business Days from the minimum amount date of $10,000,000 and the aggregate principal amount delivery of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocationLenders); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. After the Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may at any from time prior to time, (x) request an increase in the Term Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each a “Term Commitment Increase”) to be made available to the Borrower and (y) request an increase in the Revolving Credit Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each a “Revolving Credit Commitment Increase”) to be made available to the Borrower; provided, in either case, that (i) any such Term Commitment Increase shall be in a minimum amount of $5,000,000 or increments of $1,000,000 in excess thereof; (ii) any such Revolving Credit Commitment Increase shall be in a minimum amount of $2,000,000 or increments of $1,000,000 in excess thereof; (iii) except in the case of a bridge loan, the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the Scheduled Maturity Date of the Term Facility, the scheduled maturity date of any such Term Commitment Increase and/or Revolving Credit Commitment Increase shall be no earlier than the Scheduled Maturity Date of the Term Facility and/or Revolving Credit Facility, as applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject other than in the case of any New Permitted Earlier Maturity Debt); (iv) the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Loan Commitments Commitment Increase (as defined beloweach an “Incremental Term Loan”) established shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Facility at the time of the closing of such Term Commitment Increase (other than in the case of any Permitted Earlier Maturity Debt); (v) solely with respect to any Term Commitment Increase that (1) is in excess of $85,000,000, (2) is incurred pursuant to the Incremental Test Ratios, (3) is secured on a pari passu basis with the Term Loans, (4) has an outside maturity date that is earlier than the two year anniversary of the Scheduled Maturity Date of the Term Facility, (5) is not incurred in connection with a Limited Condition Transaction Permitted Acquisition, IP Acquisition or other similar Investment and (6) entered into on or prior to the first anniversary of the Closing Date, the Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 75 basis points (the amount of such excess above 75 basis points being referred to herein as the “Yield Differential”); provided that, in order to comply with this clause (v) the Borrower may increase the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of such Incremental Term Loan; (vi) except to the extent permitted under this Section 1.92.14 or otherwise as set forth herein, any such Commitment Increase shall be on terms and pursuant to documentation to be determined by the Borrower and the lender(s) providing such Commitment Increase; provided that the covenants and events of default applicable to such Commitment Increase, taken as a whole, shall either, at the Borrower’s option, (x) reflect market terms and conditions at the time of incurrence or effectiveness (as determined by the Borrower in good faith) or (y) be no more favorable in any material respect to the lenders providing such Commitment Increase than those applicable to the Term Facility or the Revolving Credit Facility, as applicable (as reasonably determined by the Borrower and the Administrative Agent) (except for provisions applicable only after the Scheduled Maturity Date of the Term Facility or Revolving Credit Facility, as applicable), request (i) increases unless such covenants and events of default are also added for the benefit of the Revolving Lenders; and (vii) any Commitment (Increase may be available in Dollars or any other currency reasonably acceptable to the Administrative Agent and the Lenders providing such increase, the “New Revolving Commitments”) and/or (ii) Commitment Increase. Any Incremental Commitments effected through the establishment of one or more new revolving credit commitments (and revolving credit loans thereunder) or term loan commitments made on an Increase Effective Date that are not fungible for U.S. federal income tax purposes with an existing Class of Revolving Credit Commitments (the “New and Revolving Credit Loans thereunder) or Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan CommitmentsLoans, as applicable, shall be effective, which shall be designated a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period separate Class of time as may be agreed to by the Agent) and (B) the identity Incremental Commitments for all purposes of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitmentthis Agreement.

Request for Increase. Borrower may at At any time prior to the applicable Maturity Date, so long asupon written notice to the Administrative Agent by the Borrower, no Event of Default the Borrower shall have occurred and be continuing (subject the right to request an increase in the case aggregate amount of any New the Facilities by requesting an increase in the Term Facility (each such increase, an “Incremental Term Increase”) and/or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental Term Loan Commitments (Facility”; each Incremental Term Loan Facility and Incremental Term Increase are collectively referred to as defined below“Incremental Facilities”) established to an amount not exceeding $500,000,000 in connection with a Limited Condition Transaction the aggregate after giving effect to Section 1.9), request all such Incremental Facilities; provided that (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall each Incremental Facility must be in the a minimum amount of $10,000,000 and the aggregate principal amount in integral multiples of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent $5,000,000 in excess thereof (or such lesser period of time other amounts as may be are agreed to by the Borrower and the Administrative Agent), (ii) each Incremental Term Increase shall be on the same terms (including maturity date) as the Term Facility and each increase of an existing Incremental Term Loan Facility shall be on the same terms (including maturity date) as such existing Incremental Term Loan Facility, and (Biii) the identity terms and conditions of each newly established Incremental Term Loan Facility shall, subject to clause (i) of the second proviso to Section 10.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of the Term Facility or a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or other any Person that is meets the requirements to be an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of the requested increase; provided that (x) any such New Commitments and any such Lender offered or other Person approached to provide all or a portion of the New Commitments requested increase may elect or decline, in its sole discretion, to provide all or a New Commitmentportion of such increase, (y) no Person approached shall become a Lender without the written consent of the Administrative Agent if required pursuant to Section 10.06(b) and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. Neither the Arrangers, the Bookrunners nor the Administrative Agent shall have any responsibility for arranging any such Incremental Facility without their prior written consent.

Request for Increase. After the Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may at any from time prior to time, (x) request an increase in the Term Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each a “Term Commitment Increase”) to be made available to the applicable Borrower and (y) [reserved]; provided that (i) any such Term Commitment Increase shall be in a minimum amount of $5,000,000 or increments of $1,000,000 in excess thereof; (ii) [reserved]; (iii) except in the case of a bridge loan, the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the Scheduled Maturity DateDate of the Term Facility, so long as, the scheduled maturity date of any such Term Commitment Increase shall be no Event earlier than the Scheduled Maturity Date of Default shall have occurred and be continuing the Term Facility (subject other than in the case of any New Permitted Earlier Maturity Debt); (iv) the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Loan Commitments Commitment Increase (as defined beloweach an “Incremental Term Loan”) established shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Facility at the time of the closing of such Term Commitment Increase (other than in the case of any Permitted Earlier Maturity Debt); (v) solely with respect to any Term Commitment Increase that (1) is in excess of $85,000,000, (2) is incurred pursuant to the Incremental Test Ratios, (3) is secured on a pari passu basis with the Term Loans, (4) has an outside maturity date that is earlier than the two year anniversary of the Scheduled Maturity Date of the Term Facility, (5) is not incurred in connection with a Limited Condition Transaction Permitted Acquisition, IP Acquisition or other similar Investment and (6) entered into on or prior to the first anniversary of the Closing Date, the Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 75 basis points (the amount of such excess above 75 basis points being referred to herein as the “Yield Differential”); provided that, in order to comply with this clause (v) the Borrower may increase the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of such Incremental Term Loan; (vi) except to the extent permitted under this Section 1.92.14 or otherwise as set forth herein, any such Commitment Increase shall be on terms and pursuant to documentation to be determined by the Borrower and the lender(s) providing such Commitment Increase; provided that the covenants and events of default applicable to such Commitment Increase, taken as a whole, shall either, at the Borrower’s option, (x) reflect market terms and conditions at the time of incurrence or effectiveness (as determined by the Borrower in good faith) or (y) be no more favorable in any material respect to the lenders providing such Commitment Increase than those applicable to the Term Facility (as reasonably determined by the Borrower and the Administrative Agent) (except for provisions applicable only after the Scheduled Maturity Date of the Term Facility), request (i) increases unless such covenants and events of default are also added for the benefit of the Revolving Lenders; and (vii) any Commitment (Increase may be available in Dollars or any other currency reasonably acceptable to the Administrative Agent and the Lenders providing such increase, the “New Revolving Commitments”) and/or (ii) Commitment Increase. Any Incremental Commitments effected through the establishment of one or more new term loan commitments (the “New made on an Increase Effective Date that are not fungible for U.S. federal income tax purposes with an existing Class of Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice Loans shall be in the minimum amount designated a separate Class of $10,000,000 and the aggregate principal amount Incremental Commitments for all purposes of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitmentthis Agreement.

Request for Increase. Upon reasonable prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), the Borrower may at any from time to time on or prior to the applicable Maturity Initial Closing Date, so long asrequest an increase in the Commitment by an amount (for all such requests) not exceeding in the aggregate $350,000,000; provided that (i) if an underwritten offering of Equity Interests of Holdings (including in connection with a Permitted Equity Forward) is consummated (which, in the case of a Permitted Equity Forward, shall mean the Permitted Equity Forward Effective Date) prior to the Initial Closing Date, the aggregate increase in the Commitment that the Borrower may request shall not exceed an amount equal to $350,000,000 minus the lesser of (x) $250,000,000 and (y) an amount equal to the product of (A) the net sales price (or, in the case of a Permitted Equity Forward, the initial forward sale price) multiplied by (B) the number of shares of Equity Interests of Holdings sold in such underwritten offering, (ii) there shall not be more than three (3) separate Incremental Increases (as defined below), (iii) no breach of the Specified Representations and no Default or Event of Default shall have occurred and be continuing continuing, or would occur after giving effect to any Incremental Increase, (subject iv) the Borrower shall have certified to the matters set forth in subclause (iii) and to compliance with the case of any New Term Loan Commitments conditions set forth in Section 4.02(b) and (as defined belowc) established in connection with a Limited Condition Transaction after giving effect to Section 1.9), request (i) increases the funding of the Revolving Commitment applicable Incremental Increase in a manner reasonably satisfactory to the Administrative Agent, (v) no Lender shall be required to provide any of the financing for any Incremental Increase, although the Lenders shall be invited to participate (at their option) therein, (vi) each Incremental Increase shall be effected pursuant to documentation (including appropriate legal opinions and resolutions) reasonably satisfactory to the Lead Arrangers, such that if any such increaseIncremental Increase shall be on better terms for the lenders thereof, than the terms and conditions of the Bridge Facility, the “New Revolving Commitments”terms and conditions of the Bridge Facility shall be adjusted to match such terms, and (vii) and/or (ii) any additional Lenders shall at least meet the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice minimum financial criteria set forth on Schedule 2.13 and shall be reasonably satisfactory to the Agent in writing of Lead Arrangers only with respect to the amount ability of such proposed increase (additional lenders to satisfy their funding commitments, such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify approval (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall not to be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) unreasonably withheld and (B) to be granted or affirmatively withheld within one Business Day following receipt of notice by the identity Lead Arrangers of such additional lenders (and if not granted or affirmatively withheld within one Business Day following receipt of such notice, shall be deemed granted without further action on the part of the Lead Arrangers, the Borrower or Holdings). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender or other Person that is an Eligible Assignee requested to respond (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicablewhich shall in no event be less than five (5) to whom Borrower proposes any portion Business Days from the date of delivery of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and notice to the amounts of such allocations (but no Lender is obligated to accept such allocationLenders); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. Borrower may at any time prior to the applicable Maturity DateUnless a Default or an Event of Default has occurred and is then continuing, so long asas Borrowers shall not have elected to permanently reduce the Commitments hereunder and except as otherwise provided herein, no Event Administrative Borrower may make a maximum of Default shall have occurred three (3) requests that the Lenders increase their Commitments hereunder in minimum increments of $3,000,000 (each such increase, a “Committed Accordion Activation” and be continuing (subject in the case amount of any New Term Loan Commitments (as defined below) established in connection with each such increase, a Limited Condition Transaction to Section 1.9“Committed Accordion Amount”), request ; provided that (i) increases of the Revolving Commitment (any Administrative Borrower shall have made such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice request to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); providedLenders) on or subsequent to the Second Amendment Effective Date but no later than one hundred eighty (180) days prior to the Termination Date, however, that any such request (ii) in no event shall the Commitments be increased pursuant to this Section 2.2(i) by an amount which exceeds, in the aggregate, $12,500,000, (iii) no Default or Event of Default will occur as a Commitment Increase Notice result of such Committed Accordion Activation, (iv) no default or event of default will occur under any other agreement of Indebtedness as a result of such Committed Accordion Activation, (v) Borrowers shall pay Agent (for the benefit of Lenders) the upfront fees payable in accordance with the Second Amendment Fee Letter with respect thereto and (vi) Borrowers shall pay Agent (solely for its own benefit) an arrangement fee in the same percentage amount with respect to the Committed Accordion Amount as was applicable to the Commitments as of the Closing Date. Any such Committed Accordion Activation shall be in provided on a pro rata basis by each of the minimum amount of $10,000,000 Lenders and shall otherwise be on the aggregate principal amount of New Commitments on and after same terms as the Closing Date shall not exceed existing facility under this Agreement. Upon the New Commitment Cap. Each such notice shall specify (A) the effective date (each, an the “Increased Amount Committed Accordion Effective Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Committed Accordion Activation (i) the Aggregate Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Committed Accordion Activation, and (ii) Schedule C-1 shall be deemed modified, without further action, to reflect the revised Commitments and any such Lender or other Person approached to provide all or a portion Pro Rata Share of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentLenders.

Request for Increase. The Borrower may may, at any time prior and from time to the applicable Maturity Datetime, so long asrequest, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative Agent, the Administrative Agent’s approval of an increase of the Aggregate Commitment (a “Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Commitment Increase. Within twenty (20) days of such request, the Administrative Agent in writing shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Commitment Increase, then the Aggregate Commitment may be so increased (up to the amount of such proposed approved Commitment Increase) by having one or more New Lenders increase the amount of their then existing Commitments or become Lenders. Any Commitment Increase shall be subject to the following limitations and conditions: (i) any increase (such noticein the aggregate) in the Aggregate Commitment and the amount (in the aggregate) of any new Commitment and/or any amount (in the aggregate) of any increase in the Commitment of any New Lender, a “Commitment Increase Notice”) shall not be less than $5,000,000 (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice and shall be in the minimum amount integral multiples of $10,000,000 1,000,000 if in excess thereof); (ii) no Commitment Increase pursuant to this Section 2.17 shall increase the Aggregate Commitment to an amount in excess of $2,200,000,000; (iii) the Borrower and each New Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit G hereto, and the aggregate principal amount of New Commitments on Administrative Agent shall have accepted and after executed the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify same; (Aiv) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is have executed and delivered to the Administrative Agent (such Note or such lesser period of time Notes as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments Lender shall request to reflect such Commitment Increase; (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.01 modified to apply to the Commitment Increase and any each Note and Commitment and Acceptance executed and delivered in connection therewith); (vi) the Guarantors shall have consented in writing to the Commitment Increase and shall have agreed that their Guaranties continue in full force and effect; and (vii) the Borrower and each New Lender shall otherwise have executed and delivered such Lender or other Person approached to provide all or a portion instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Commitment Increase. The form and substance of the New Commitments may elect or decline, in its sole discretion, documents required under clauses (iii) through (vii) above shall be fully acceptable to the Administrative Agent. The Administrative Agent shall provide a New Commitmentwritten notice to all of the Lenders hereunder of any Commitment Increase.

Request for Increase. Borrower may at any time prior to the applicable Maturity DateProvided there exists no Default, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders); provided, however, that any such the Borrower may from time to time after the date hereof request pursuant to a Commitment Increase Notice shall be (x) one or more increases in the minimum amount Dollar Commitments (which increase may take the form of $10,000,000 and one or more new revolving tranches) (each, a “Dollar Commitment Increase”) and/or (y) one or more term loan tranches to be made available to the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date Borrower (each, an “Increased Amount DateIncremental Term Loan”; each Incremental Term Loan and each Dollar Commitment Increase, collectively, referred to as the “Incremental Increases”) on which Borrower proposes provided that (i) the New Revolving Commitments principal amount for all such Incremental Increases in the aggregate since the Effective Date (including the then requested Incremental Increase) shall not exceed $1,000,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (or New a lesser amount in the event such amount represents all remaining availability under this Section); (iii) there shall be no more than five (5) such requests during the term hereof; (iv) each Incremental Term Loan Commitmentsshall have an Applicable Rate or pricing grid, maturity date, mandatory prepayments and an amortization schedule as applicable, determined by the Lenders providing such Incremental Term Loans and the Borrower; (v) each Dollar Commitment Increase shall have the same terms (other than as to fees payable at the closing thereof) and be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered pursuant to the Agent same documentation as the Dollar Commitments in effect on the Effective Date; (or such lesser period of time vi) except as provided in clause (iv) above, with respect to any Incremental Term Loan, this Agreement and the other Loan Documents may be agreed amended, in form and substance reasonably satisfactory to by the Administrative Agent) , the Borrower and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New lenders providing such Incremental Term Loan Lender”(and no other Lenders), to the extent necessary to include such terms as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitmentsare customary for a term loan commitment, as applicable, be allocated including assignments and the amounts of such allocations (but no Lender is obligated to accept such allocation)voting provisions; provided that Borrower mayif the terms taken as a whole (excluding interest rate, interest rate margin, fees and other pricing terms) are materially more favorable to the applicable lenders providing such Incremental Term Loan than terms applicable under this Agreement and the other Loan Documents (immediately prior to such amendment), as reasonably determined by the Administrative Agent in its sole discretionconsultation with the Borrower, offer then such terms shall be added for the benefit of all the Lenders hereunder (except to the extent such terms apply only after the latest Maturity Date prior to such Incremental Term Loan); and (vii) each Incremental Increase shall constitute Obligations hereunder and shall be unsecured and unguaranteed (unless any security or guarantee is provided for all Obligations hereunder on a pari passu basis). At the option of the Borrower, Incremental Increases may be (but shall not be required to be) provided by any existing Lender or by other Person that Persons in accordance with subsection (c) below. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify whether such Incremental Increase is an Eligible Assignee being offered to existing Lenders and, if so, the opportunity time period within which each Lender is requested to participate respond (which shall in all or a portion no event be less than ten (10) Business Days from the date of any delivery of such New Commitments and any such Lender or other Person approached notice to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentLenders).

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may may, at any time prior and from time to time, request to increase the applicable aggregate amount of the Facilities to an amount not exceeding $1,750,000,000 by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term Facility (each such increase, an “Incremental Term Increase”) or establishing a new (or increasing an existing) tranche of pari passu term facility (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase, and Incremental Term Increase are collectively referred to as “Incremental Facilities”); provided that (i) the maturity date of any Incremental Revolving Increase shall be no earlier than the Revolving Maturity Date in effect at such time, the maturity date of any Incremental Term Increase and any Incremental Term Loan Facility shall be no earlier than the Term Loan Maturity Date, so long asas applicable, no Event of Default shall have occurred and be continuing (subject ii) except in the case of any New an Incremental Term Loan Commitments Facility, each such Incremental Facility shall be on the same terms as the Facility being increased, (as defined belowiii) established in connection with a Limited Condition Transaction the terms and conditions of each Incremental Term Loan Facility will be determined by the Borrower and the lenders under such Incremental Term Loan Facility and consented to by the Administrative Agent, such consent, subject to clause (iii) of the last proviso to Section 1.910.01, not to be unreasonably withheld, conditioned or delayed, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c) and (d)) shall be satisfied or waived. At the time of sending such notice, request the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Each notice from the Borrower pursuant to this Section 2.16(a) shall specify (i) increases of the whether it proposes an Incremental Revolving Commitment (any such increaseIncrease, the “New Revolving Commitments”) and/or an Incremental Term Increase or an Incremental Term Loan Facility, (ii) the establishment of one or more new term loan commitments (the “New if it proposes an Incremental Term Loan Commitments” and, together with the New Revolving CommitmentsFacility, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) terms thereof and (Biii) the identity of each Lender or other Person that is an and each Eligible Assignee (each, a “New Revolving Loan Lender” that it has approached or “New Term Loan Lender”, as applicable) proposes to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated approach to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of such Incremental Facility (subject in each case to any requisite consents required under Section 10.06). At the time of sending such New Commitments and any notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or other Person not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of the New Commitments such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable facility offered to it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New CommitmentLender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.

Request for Increase. Provided there exists no Event of Default, and no Event of Default would be caused thereby and the Total Revolving Credit Commitment has not been previously reduced in accordance with Section 2.13 hereof, upon notice to the Agent and the Lenders, the Borrower may at any on the Closing Date and from time to time thereafter prior to the applicable Revolving Credit Maturity Date, Date request an increase in the Revolving Credit Commitments so long as, after giving effect thereto, the Total Revolving Credit Commitment does not exceed $125,000,000, and no Event of Default such increase shall have occurred and be continuing (subject result in any increase in the case Letter of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of Credit Sublimit or the Revolving Commitment (Swingline Sublimit. The Agent may arrange for any such increaseincrease to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, the an “New Revolving CommitmentsIncreasing Lender”) and/or (ii) the establishment of or by one or more new term loan commitments banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitment or extend a Revolving Credit Commitment, as the “New Term Loan Commitments” andcase may be; provided that each Augmenting Lender shall be subject to the reasonable approval of the Agent and the Borrower, together with and each Increasing Lender and each Augmenting Lender executes documentation in form and content satisfactory to the New Agent to either become a party to this Agreement or reflect the increase of such Lender’s Revolving Credit Commitment under this Agreement. At the time of sending a notice requesting an increase in the Revolving Credit Commitments, the “New Commitments”Agent shall specify the time period within which each Lender is requested to respond which shall in no event be less than ten (10) by Business Days from the date of delivery of such notice to the Agent in writing of the amount of such proposed increase Lenders (such notice, a “Commitment Increase NoticeNotice Period”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. Borrower may at any time prior Provided there exists no Default, upon written notice to the applicable Maturity DateAdministrative Agent, so long asthe Borrower, may from time to time, elect to increase the aggregate principal amount of the Facilities to an amount not exceeding $1,250,000,000 by increasing the Revolving Credit Facility and/or the Term Facility or, if the Term Facility has been terminated or is otherwise no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection longer outstanding, with a Limited Condition Transaction new term facility on substantially the same terms as the Term Facility (and after the Increase Effective Date with respect thereto all references to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more Term Facility” herein and in any other Loan Documents shall mean such new term loan commitments facility (the “New Term Facility”) and all references to the “Term Facilities” herein and in any other Loan Commitments” andDocuments shall include such New Term Facility); provided that any such request for an increase shall be in a minimum amount of $25,000,000, together with or such other amount agreed to by the New Revolving CommitmentsBorrower and the Administrative Agent. In such written notice, the “New Commitments”) by notice Borrower shall specify the Facility that it proposes to increase and the Agent in writing identity of the amount each Appropriate Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedsubject in each case to any requisite consents required under Section 11.06); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (Ai) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Appropriate Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable Facility offered to it (and any Lender that has failed to respond to any such request shall be deemed to have declined to increase its Revolving Credit Commitment or its Term Loan, or to provide any of the New CommitmentTerm Facility, as applicable) and (ii) any Eligible Assignee providing any portion of such increase in the applicable Facility that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”).

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request Provided that (i) increases of the Revolving Commitment (any such increasethere exists no Default, the “New Revolving Commitments”) and/or (ii) the establishment Borrower shall be in compliance with the covenants contained in Section 5.04 (as determined on a Pro Forma Basis, (x) after giving full effect to the incurrence of the requested Incremental Facility, and (y) assuming for such purposes that all Incremental Revolving Credit Commitments under all previously incurred and then-outstanding Incremental Revolving Credit Facilities, and all Incremental Revolving Credit Commitments under the requested Incremental Revolving Facility (if any), are fully drawn) and (iii) the incurrence of such Debt and the Liens securing such Debt shall be permitted under the Related Documents and all other documents evidencing Debt incurred pursuant to Section 5.02(b)(i)(C), upon written notice to the Paying Agent, the Borrower may, from time to time, on the terms and conditions set forth in the applicable Incremental Assumption Agreement, request (x) an increase in the Revolving Credit Facility (each an “Incremental Revolving Credit Facility”), (y) the upsizing of an existing Incremental Term Facility or the creation of one or more new term loan commitments facilities (the each an “New Incremental Term Loan CommitmentsFacility” and, together with the New any Incremental Revolving CommitmentsCredit Facility, an “Incremental Facility”); provided, that with respect to a Limited Condition Acquisition, the “New Commitments”) by notice to the Agent in writing requirements of the amount preceding clauses (i) and (ii) shall be modified as provided in Section 1.08 of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested)this Agreement; provided, however, that any such request pursuant to a Commitment Increase Notice in no event shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and all Incremental Facilities incurred after the Closing Date shall not exceed the New Commitment CapIncremental Amount at such time; provided, further that any such request for an Incremental Facility shall be in a minimum amount of $25,000,000. Each If the Borrower elects to request that existing Revolving Credit Lenders participate in an Incremental Facility, then at the time of sending such notice, the Borrower shall request that the Paying Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Paying Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocationCredit Lenders); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. The Borrower may at any from time prior to time, request by notice to the applicable Maturity Administrative Agent (x) an increase in the amount of the Aggregate Revolving Commitments (each, a “Revolving Credit Increase”) or (y) one or more term loan tranches (each, an “Incremental Term Loan”; each Incremental Term Loan and each Revolving Credit Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $300,000,000, (ii) any such request for an Incremental Increase shall be in a minimum amount of $30,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section), (iii) no Revolving Credit Increase shall (A) increase the L/C Committed Amount without the consent of each L/C Issuer or (B) increase the Swing Line Availability without the consent of the Swing Line Lender, (iv) no Incremental Term Loan shall mature earlier than the Termination Date, so long asand (v) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed pursuant to the Guaranties on a pari passu basis with the other Obligations hereunder. (b) Process for Increase. Incremental Increases may be (but shall not be required to be) provided by any existing Lender, no Event of Default in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other Person that qualifies as an Eligible Assignee (each such other Person, an “Additional Lender”) pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that (i) the Administrative Agent shall have occurred consented (in each case, such consent not to be unreasonably withheld) to each such Lender or proposed Additional Lender providing such Incremental Increase and be continuing (subject ii) in the case of any New Term Loan Revolving Credit Increase, the L/C Issuers and the Swing Line Lender shall have consented (in each case, such consent not to be unreasonably withheld) to each such Lender or proposed Additional Lender providing such Revolving Credit Increase if such consent by the L/C Issuers or the Swing Line Lender, as the case may be, would be required under Section 9.07 for an assignment of Revolving Loans or Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the such Lender or proposed Additional Lender. No Lender shall have any obligation to increase its Revolving Commitment (or participate in an Incremental Term Loan, as the case may be, and no consent of any such increaseLender, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify other than the Lenders being requested); provided, however, that agreeing to provide any such request pursuant to a Commitment Increase Notice shall be in the minimum amount portion of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicableIncremental Increase, shall be effective, which shall be a date not less than 10 Banking Days after the date on which required to effectuate such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentIncremental Increase.

Request for Increase. The Borrower may at any time prior by written notice to the applicable Maturity DateAdministrative Agent request, so long asfrom time to time, no Event to increase the aggregate principal amount of Default shall have occurred and be continuing (subject the Facilities to an amount not exceeding $900,000,000 through one or more increases in the case of any New Term Loan Commitments existing Revolving Credit Facility (as defined below) established in connection with a Limited Condition Transaction to Section 1.9)each, request (i) increases of the an “Incremental Revolving Commitment (any such increase, the “New Revolving CommitmentsCommitment”) and/or increases in the principal amount of the Term Loan (iieach, an “Incremental Term Commitment”) and/or the establishment addition of one or more new pari passu tranches of term loan commitments loans (the each an “New Incremental Term Loan Commitments” andFacility”; each Incremental Term Loan Facility, together with the New Incremental Revolving Commitments, the Commitment and Incremental Term Commitment are collectively referred to as “New Incremental Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, provided that (i) any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 and 50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate principal amount limit in respect of New Commitments on the Facilities set forth above) and after (ii) the Closing Date shall not exceed the New Commitment CapBorrower may make a maximum of three such requests. Each such notice from the Borrower pursuant to this Section 2.15 shall specify (Ai) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Revolving Incremental Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Business Days after the date on which such notice is delivered to the Administrative Agent (or such lesser period of time as may be agreed to by the Agent“Notice Period”) and (Bii) the identity of each Lender or and each other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom the Borrower proposes any portion of such New Revolving 72 Incremental Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts amount of such allocations (but no Incremental Commitments being requested from each such Lender is obligated to accept such allocation)and Eligible Assignee; provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Incremental Commitments may elect or decline, in its sole discretion, to provide a New such Incremental Commitment and any Lender not responding within the Notice Period shall be deemed to have declined to provide such Incremental Commitment. The Administrative Agent and the Borrower shall thereafter determine the effective date (each an “Increase Effective Date”) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Provided there exists no Event of Default, and no Event of Default would be caused thereby and the Total Revolving Credit Commitment has not been previously reduced in accordance with Section 2.13 hereof, upon notice to the Agent and the Lenders, the Borrower may at any on the Closing Date and from time to time thereafter prior to the applicable Revolving Credit Maturity Date, Date request an increase in the Revolving Credit Commitments so long as, after giving effect thereto, the Total Revolving Credit Commitment does not exceed $55,000,000, and no Event of Default such increase shall have occurred and be continuing (subject result in any increase in the case Letter of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of Credit Sublimit or the Revolving Commitment (Swingline Sublimit. The Agent may arrange for any such increaseincrease to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, the an “New Revolving CommitmentsIncreasing Lender”) and/or (ii) the establishment of or by one or more new term loan commitments banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitment or extend a Revolving Credit Commitment, as the “New Term Loan Commitments” andcase may be; provided that each Augmenting Lender shall be subject to the reasonable approval of the Agent and the Borrower, together with and each Increasing Lender and each Augmenting Lender executes documentation in form and content satisfactory to the New Agent to either become a party to this Agreement or reflect the increase of such Lender’s Revolving Credit Commitment under this Agreement. At the time of sending a notice requesting an increase in the Revolving Credit Commitments, the “New Commitments”Agent shall specify the time period within which each Lender is requested to respond which shall in no event be less than ten (10) by Business Days from the date of delivery of such notice to the Agent in writing of the amount of such proposed increase Lenders (such notice, a “Commitment Increase NoticeNotice Period”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, Provided no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9)or would exist after giving effect thereto, request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedunder the applicable Facility), the Borrower may from time to time, request an increase (each a “Facility Increase”) in the Revolving Credit Commitments by an amount (for all such requests) not exceeding $50,000,000; provided, however, provided further that (i) any such request pursuant to for a Commitment Facility Increase Notice shall be in the a minimum amount of $10,000,000 5,000,000 and (ii) the aggregate principal amount Borrower may make a maximum of New Commitments on and after eight (8) such requests. At the Closing Date time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall not exceed specify the New Commitment Cap. Each time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (Lenders or such lesser period number of time days as may be agreed to by the Administrative Agent) and (B) the identity of each ). No Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) shall have any obligation under this Agreement to whom Borrower proposes provide any portion of a Facility Increase. All Revolving Credit Loans made pursuant to any such New Facility Increase (i) are herein referred to herein as “Additional Loans” and (ii) shall have identical terms as the existing Revolving Credit Loans, Swing Line Participations, Overadvance Loans and Protective Advance Participations (it being understood that, if required to consummate a Facility Increase, the interest rate margins, rate floors and undrawn commitment fees on the Revolving Credit Commitments being increased may be increased and additional upfront or New Term Loan Commitments, as applicable, similar fees may be allocated and payable to the amounts of lenders participating in the Facility Increase (without any requirement to pay such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer fees to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentRevolving Credit Lenders)).

Request for Increase. Borrower may at any time prior Provided there exists no Default, upon notice to the applicable Maturity Date, so long as, no Event of Default Administrative Agent (which shall have occurred and be continuing (subject in promptly notify the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9Lenders), the Company may from time to time request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new incremental term loan commitments (the each, an “New Incremental Term Loan CommitmentsCommitment) to make one or more additional term loans (any such additional term loan, an “Incremental Term Loan”) or (ii) one or more increases in the Aggregate Revolving Credit Commitments (each, an “Incremental Revolving Credit Facility Increase” and, together with the New Revolving CommitmentsIncremental Term Loan Commitments and Incremental Term Loans, the “New CommitmentsIncremental Increases”); provided that (A) by notice to the Agent in writing of the aggregate amount of such proposed increase all Incremental Increases shall not exceed $300,000,000, (such notice, a “Commitment Increase Notice”B) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment for an Incremental Increase Notice shall be in the a minimum amount of $10,000,000 25,000,000 (unless the Administrative Agent agrees to a smaller amount) and (C) the aggregate principal amount Company may make a maximum of New Commitments on three such requests in respect of Incremental Revolving Credit Increases and after three such requests in respect of the Closing Date shall not exceed Incremental Term Loan Commitments. At the New Commitment Cap. Each time of sending such notice notice, the Company (in consultation with the Administrative Agent) shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (Bi) the identity of each existing Lender or other Person that is an and each Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower the Company proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, Incremental Increase be allocated and the amounts of such allocations (but no each such Lender is obligated to accept such allocationor Eligible Assignee, an “Incremental Lender”); provided that Borrower may, in its sole discretion, offer to (A) any existing Incremental Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments such Incremental Increase may elect or decline, in its sole discretion, to provide a New Commitmentsuch Incremental Increase and (B) any such Eligible Assignee shall be subject to the approval of the Administrative Agent and, in the case of an Incremental Revolving Credit Facility Increase, the Swingline Lender (which approvals shall not be unreasonably withheld or delayed), and (ii) the time period within which each Incremental Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the applicable Incremental Lenders).

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may at any from time prior to the applicable Maturity Datetime, so long as, no Event of Default shall have occurred and be continuing (subject request an increase in the case aggregate amount of any New the Facilities to an amount not exceeding $700,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Closing Date Term Facility (each such increase, an “Incremental Term Loan Commitments Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as defined below) established in connection with a Limited Condition Transaction to Section 1.9“Incremental Facilities”), request ; provided that (i) increases any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the Revolving Commitment increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) the Borrower may make a maximum of three such requests, (iii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, the “New (iv) all Incremental Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Increases and Incremental Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice Increases shall be in on the minimum amount same terms as the Facility being increased and (v) all incremental commitments and loans provided as part of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, Additional TL Tranche shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be terms agreed to by the AgentBorrower and the Lenders providing such Additional TL Tranche, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (By) if the identity terms of each such Additional TL Tranche (other than final maturity) are not the same as the terms of the Closing Date Term Facility or a then existing Additional TL Tranche, such new Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Borrower may approach any Lender or other any Person that is would constitute an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of the requested increase; provided that (w) any such New Commitments and any such Lender offered or other Person approached to provide all or a portion of the New Commitments requested increase may elect or decline, in its sole discretion, to provide all or a New Commitmentportion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 10.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lenders and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders).

Request for Increase. Borrower may at At any time prior to July 31, 2017, the applicable Maturity Date, so long as, no Event of Default Borrower shall have occurred and be continuing (subject in the case option to increase the aggregate Commitments to a maximum aggregate available amount of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments $150,000,000.00 (the “New Term Loan Commitments” and, together with Increase Option”). The Borrower may exercise the New Revolving Commitments, the “New Commitments”) Increase Option at any time and from time to time by providing notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders); provided, however, (i) that at the time of each exercise of the Increase Option, there is no Default or Event of Default which shall have occurred and be continuing; (ii) in no event shall the existence of this Increase Option be deemed a commitment on the part of a Lender until such time as such Lender in writing increases its commitment or a new Lender issues a written commitment for any such amounts in excess of the then-existing committed Loan amount, and then in such event, such increase to the Loan amount shall only be to the extent of the increased commitment or new commitment amounts; (iii) at the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify a reasonable time period within which each Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with the terms and conditions of Section 2.04(e); (iv) any such increase shall be in minimum increments of $20,000,000.00 and (v) any such increase shall be integrated into this Agreement and shall be subject to the same terms and conditions as this Agreement, except as otherwise provided in Section 2.04(e)(vi); provided, however, at Lead Borrower’s option, Lead Borrower may request that any such request pursuant to a Commitment Increase Notice shall be requested increase in the minimum amount of $10,000,000 and the aggregate principal amount Commitments be effected through the addition of New one or more term loan commitments (and, in such event, all references in this Section 2.08 to any increase in the Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New or any Revolving Commitments or New Term Loan CommitmentsCommitment), as applicableand to the extent applicable at any time, shall be effectivedeemed and construed to mean and refer to any such term loan commitment in the amount of such increase, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered mutatis mutandis), subject further, however, (1) to the Agent continued applicability of the terms and provisions of this Section 2.08 and (or such lesser period of time as may be agreed 2) in addition to the items specified below, the prior execution and delivery by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion Credit Parties of such New Revolving Commitments or New Term Loan Commitmentsother and further agreements, as applicableinstruments, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, documents which Administrative Agent may then require in its sole discretion, offer but reasonable determination to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of effect any such New Commitments and any term loan commitment in the amount of such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitmentincrease.”

Request for Increase. Borrower may at At any time and from time to time prior to the applicable Maturity Termination Date, so long as, as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have occurred and be continuing the right to request an increase of the aggregate of the then outstanding Commitments (subject including the Letter of Credit Sublimit) byin an amount as would cause the Total Commitments not to exceed $1,200,000,000 in the case aggregateafter the Sixth Amendment Effective Date not to exceed the sum of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases the greater of (x) $300,000,000 and (y) the Revolving Commitment (any such increaseamount by which the Borrowing Base exceeds the aggregate Commitments, the “New Revolving Commitments”) and/or plus (ii) the establishment amount of all permanent reductions in Commitments pursuant to Section 2.15 after the Sixth Amendment Effective Date. The Administrative Agent and the Lead Borrower shall determine the effective date of such requested increase and any such requested increase shall be first made available to all existing Lenders on a pro rata basis. To the extent that, on or before the tenth (10th) day (or such shorter period as may be agreed by the Administrative Agent) following such request for an increase hereunder, the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, or fail to respond to such request for an increase, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for one or more new term loan other Persons to become a Lender hereunder and to issue commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice in an amount equal to the Agent in writing of the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such proposed increase (such noticeby either means, a “Commitment Increase NoticeIncrease,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”) (which shall promptly notify the Lenders being requested); , provided, however, that (i) no Lender shall be obligated to provide a Commitment Increase as a result of any such request pursuant by the Lead Borrower, (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to a the approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the Commitment of any Additional Lender under this Agreement be less than $10,000,000. Each Commitment Increase Notice shall be in the a minimum aggregate amount of at least $10,000,000 25,000,000 and the aggregate principal amount in integral multiples of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, $5,000,000 in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitmentexcess thereof.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may at any from time prior to the applicable Maturity Datetime, so long as, no Event of Default shall have occurred and be continuing (subject request an increase in the case aggregate amount of any New the Facilities to an amount not exceeding $700,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Closing Date Term Facility (each such increase, an “Incremental Term Loan Commitments Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as defined below) established in connection with a Limited Condition Transaction to Section 1.9“Incremental Facilities”), request ; provided that (i) increases any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the Revolving Commitment increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) the Borrower may make a maximum of three such requests, (iii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, the “New (iv) all Incremental Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Increases and Incremental Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice Increases shall be in on the minimum amount same terms as the Facility being increased and (v) all incremental commitments and loans provided as part of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, Additional TL Tranche shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be terms agreed to by the AgentBorrower and the Lenders providing such Additional TL Tranche, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (By) if the identity terms of each such Additional TL Tranche (other than final maturity) are not the same as the terms of the Closing Date Term Facility or a then existing Additional TL Tranche, such new Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Borrower may approach any Lender or other any Person that is would constitute an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in provide all or a portion of the requested increase; provided that (w) any such New Commitments and any such Lender offered or other Person approached to provide all or a portion of the New Commitments requested increase may elect or decline, in its sole discretion, to provide all or a New Commitmentportion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 10.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lenders and the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders).

Request for Increase. Borrower may at any time prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by Upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requestedLenders), the Borrowers may from time to time request one or more new term loans in an amount (the "Additional Term Loans") (for all such requests) not exceeding $100,000,000 in the aggregate, which Additional Term Loans will be a new tranche of term loans under this Agreement; providedprovided that (i) no Event of Default or Default exists or would exist after giving effect thereto, however(ii) the Borrowers shall be in compliance with Section 7.11 on a Pro Forma Basis after giving effect thereto, that (iii) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the original Term Loans, (iv) the Applicable Rate with respect to any Additional Term Loans shall not be more than 0.25% higher than the Applicable Rate with respect to the existing tranche of Term Loans, (v) any such request pursuant to a Commitment Increase Notice for an increase shall be in the a minimum amount of $10,000,000 20,000,000 and (vi) the aggregate principal amount Borrowers may make a maximum of New Commitments on and after three such requests. At the Closing Date shall not exceed time of sending such notice, the New Commitment Cap. Each such notice Borrowers shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan and any existing Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes the Borrowers propose any portion of such New Revolving Commitments or New Additional Term Loan Commitments, as applicable, Loans be allocated and the amounts of such allocations allocations; provided, however, that (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to A) any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments Additional Term Loans may elect or decline, in its sole discretion, to provide all or any portion of such Additional Term Loans offered to it and (B) any Eligible Assignee that is not an existing Lender (a "New CommitmentAdditional Term Loan Lender") shall be approved by the Administrative Agent and the Borrowers (such approvals not to be unreasonably withheld or delayed) (each New Additional Term Loan Lender or existing Lender, an "Additional Term Loan Lender").

Request for Increase. Borrower may The Company may, at any time prior and from time to time, request, by notice to the Administrative Agent, the Administrative Agent’s approval of an increase of the Aggregate Revolving Loan Commitments (a “Revolving Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Revolving Commitment Increase. Administrative Agent shall notify all the Lenders of any such request and provide them the first right to participate in the same proportions that their respective Applicable Revolving Loan Percentages bear to those of all the Lenders who elect to participate therein. Within twenty (20) days of such request, the Administrative Agent shall advise the Company of its approval or disapproval of such request; failure to so advise the Company shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the Aggregate Revolving Commitment may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Lenders increase the amount of their then existing Revolving Loan Commitments and, if existing the Lenders do not choose to participate to the extent necessary for the applicable Maturity DateRevolving Commitment Increase to be provided entirely by existing the Lenders, so long asby having one or more new the Lenders become the Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and conditions: (i) any Revolving Commitment Increase shall not be less than $5,000,000.00 (and shall be in integral multiples of $5,000,000.00 if in excess thereof); (ii) any Revolving Commitment Increase will constitute a corresponding proportionate increase of the maximum aggregate amount of Canadian Dollar Loans, Swingline Loans and Canadian Dollar Swingline Loans permitted hereunder; (iii) no Event Revolving Commitment Increase shall increase (A) the Aggregate Revolving Loan Commitments to an amount in excess of Default $250,000,000.00, (B) the maximum aggregate amount of Canadian Dollar Loans permitted hereunder to an amount in excess of $50,000,000.00, (C) the maximum aggregate amount of Swingline Loans permitted hereunder to an amount in excess of $25,000,000.00, or (D) the maximum aggregate amount of Canadian Dollar Swingline Loans permitted to an amount in excess of $6,250,000.00; (iv) the provisions of Section 9.04(b) shall apply in respect of any Increasing Lender that is not a Lender before the Revolving Commitment Increase, as if such Increasing Lender were an assignee of a Revolving Loan Commitment, (v) the Borrowers shall have occurred executed and be continuing delivered to the Administrative Agent such Note or Notes as the applicable Increasing Lender requests to reflect such Revolving Commitment Increase (subject or, in the case of any New Term Loan Commitments a new Lender, such Lender’s Revolving Commitment); (vi) the Company shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 4.01 modified to apply to the Revolving Commitment Increase and each Note executed and delivered in connection therewith); (vii) the Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their Subsidiary Guarantees continue in full force and effect; and (viii) the Company, Subsidiaries and each Lender shall have executed and delivered such other instruments and documents as defined below) established the Administrative Agent shall have reasonably requested in connection with a Limited Condition Transaction to Section 1.9), request (i) increases such Revolving Commitment Increase. The form and substance of the documents required under clauses (v) through (viii) above shall be fully acceptable to the Administrative Agent. The Administrative Agent shall provide written notice to all of the Lenders hereunder of any Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentIncrease.

Request for Increase. Borrower may at any time prior to the applicable Maturity DateProvided there exists no Default, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by upon notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders), the Borrower may from time to time request an increase in the Aggregate Commitments by an amount (for all such requests, in the aggregate) not exceeding $350,000,000; provided that (I) any such request for an increase shall be in a minimum amount of $25,000,000, and (II) the Borrower may make a maximum of three (3) such requests. Any increases to the Aggregate Commitments may take the form of an increase in the Revolving Loan Commitments or an increase in the Term Loan Commitments, including as one or more additional Term Loan tranches. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Any increase of the Aggregate Commitments pursuant to this Section 2.16 shall be subject to the agreement of one or more Lenders or Eligible Assignees (who may or may not then be a Lender hereunder) to provide such increased Commitments pursuant to the terms hereof. Any additional term loans (“Incremental Term Loans”) made pursuant to any increase in the Term Loan Commitments shall be made on the same terms (including, without limitation, interest terms, payment terms and maturity terms), and shall be subject to the same conditions as the existing Term Loans (it being requestedunderstood that customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) or one or more of the Lenders making Incremental Term Loans (each an “Increasing Term Lender”), as the case may be, may be different than those paid with respect to the Lenders under the Term Loan on or prior to the Closing Date or with respect to any other Increasing Term Lender in connection with any other increase in the Term Loan Commitments pursuant to this Section 2.16); provided, however, that any such request pursuant to a Commitment Increase Notice shall at the election of the Borrower the Incremental Term Loans may be implemented through additional new tranches of term loans (instead of being implemented as an increase in the minimum amount existing Term Loan) with (i) a final maturity date occurring on or later than the Maturity Date for the existing Term Loan, (ii) the same or a longer weighted average life to maturity of $10,000,000 such Incremental Term Loans than the weighted average life to maturity of the existing Term Loan, (iii) interest rates and fees applicable to such Incremental Term Loans determined by the Borrower and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each Increasing Term Lenders, and/or (iv) with such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time other changes as may be agreed to approved by the Administrative Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.

Request for Increase. The Borrower may may, at any time prior and from time to time, request, by notice to the Administrative Agent, the Administrative Agent’s approval of either (i) an increase of the Aggregate Facility A Commitment and, if applicable Maturity Dateunder Section 2.18(e), Aggregate Facility B Commitment (a “Revolver Increase”) or (ii) additional Facility C Loans (a “Facility C Increase”), or both (in each case, a “Facility Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Revolver Increase and Facility C Increase. Within twenty (20) days of such request, the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; failure to so long asadvise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Facility Increase, no Event of Default shall have occurred and be continuing then (subject x) in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Revolver Increase, the Aggregate Facility A Commitment and, if applicable under Section 1.92.18(e), request Aggregate Facility B Commitment may be so increased (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice up to the Agent in writing of the amount of such proposed approved Revolver Increase, in the aggregate) by having one or more New Revolver Lenders increase the amount of their then existing Facility A Commitments and, if applicable under Section 2.18(e), Facility B Commitments or become Facility A Lenders and, if applicable under Section 2.18(e), Facility B Lenders and (y) in the case of a Facility C Increase, additional Facility C Loans may be made (up to the amount of such approved Facility C Increase) by one or more New Facility C Lenders, subject to and in accordance with the provisions of this Section 2.18. Any Facility Increase shall be subject to the following limitations and conditions: (i) any increase (such noticein the aggregate) in the Aggregate Facility A Commitment and, a “if applicable under Section 2.18(e), Aggregate Facility B Commitment, and the amount (in the aggregate) of any new Facility A Commitment Increase Notice”and, if applicable under Section 2.18(e), new Facility B Commitment of any New Revolver Lender or the amount (in the aggregate) of any increase in the Facility A Commitment and, if applicable, under Section 2.18(e), Facility B Commitment of any New Revolver Lender, shall not be less than $5,000,000 (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice and shall be in the minimum amount integral multiples of $10,000,000 1,000,000 if in excess thereof); (ii) any additional Facility C Loans by any New Facility C Lender shall not be less than $5,000,000 (and shall be in integral multiples of $1,000,000 if in excess thereof); (iii) no Facility Increase pursuant to this Section 2.18 shall increase the Aggregate Commitment to an amount in excess of $1,399,000,000 or increase the sum of the Aggregate Facility A Commitment and the aggregate principal Aggregate Facility B Commitment to an amount in excess of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify $1,100,000,000; (Aiv) the date Borrower and each New Lender shall have executed and delivered a commitment and acceptance (each, an the “Increased Amount DateCommitment and Acceptance”) on which substantially in the form of Exhibit O hereto, and the Administrative Agent shall have accepted and executed the same; (v) the Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is have executed and delivered to the Administrative Agent such Note or Notes as the Administrative Agent shall require to reflect such Facility Increase; (or such lesser period vi) the Borrower shall have delivered to the Administrative Agent opinions of time as may be counsel (substantially similar to the forms of opinions provided for in Section 5.01 modified to apply to the Facility Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith); (vii) the Guarantors and the pledgors under the Pledge Agreements shall have consented in writing to the Facility Increases and shall have agreed to by the Agent) that their Guaranties and Pledge Agreements continue in full force and effect; and (Bviii) the identity Borrower and each New Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase. The form and substance of each Lender or other Person that is an Eligible Assignee the documents required under clauses (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicableiv) through (viii) above shall be fully acceptable to whom Borrower proposes any portion the Administrative Agent. The Administrative Agent shall provide written notice to all of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion Lenders hereunder of any such New Commitments and any such Lender or other Person approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New CommitmentFacility Increase.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may at any from time to time request an increase in the Term Facility by an amount (in the aggregate for all such requests) not exceeding $250,000,000, less the aggregate amount of all increases in the Revolving Credit Facility consummated pursuant to Section 2.16 on or prior to the applicable Maturity Date, so long as, no Event of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), request such time; provided that (i) increases of the Revolving Commitment (any such increaserequest for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount as the Borrower and the Administrative Agent may agree), the “New Revolving Commitments”) and/or (ii) the establishment Borrower may make a maximum of one or more new term loan commitments three such requests and (iii) the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Agent in writing written consent of the amount Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase in the Term Facility. At the time of such proposed increase (sending such notice, a “Commitment Increase Notice”) (which the Borrower shall promptly notify specify the Lenders being requested)identity of each Lender and each Eligible Assignee to whom the Borrower proposes any portion of such increase in the Term Facility be allocated; provided, however, that any such request pursuant to a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (Ai) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such New Commitments and any such Lender or other Person approached to provide all or a portion of such increase in the New Commitments Term Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Term Facility offered to it (and any Lender that has failed to respond to any such request shall be deemed to have declined to participate in such increase in the Term Facility) and (ii) any Eligible Assignee providing any portion of such increase in the Term Facility that is not an existing Term Lender (such Eligible Assignee, a “New CommitmentTerm Lender”) shall become a Term Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “Term Lender Joinder Agreement”). Any increase in the Term Facility pursuant to this Section 2.17 shall be in the form of one or more additional term loans made to the Borrower (any such term loan being referred to herein as an “Incremental Term Loan”).