Common use of Additional Commitments Clause in Contracts

Additional Commitments. So long as no Default has occurred and is continuing, the Borrower may request that one or more of the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected thereby.

Additional Commitments. So long as no Default has occurred (i) The Borrower and is continuing, the Borrower may request that any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with obtain or increase the acquisition amount of their Commitments by or contribution executing and delivering to the Borrower of Additional Equipment. The aggregate Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such Additional Commitments shall not exceed 75% of increase and (b) the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000applicable Increased Facility Closing Date. Each Lender’s determination to establish or not establish an Additional CommitmentNotwithstanding the foregoing, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Required Lenders affected thereby(such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the Commitments may not be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 and (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase. (ii) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement (other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Date.

Additional Commitments. So long as no Default has occurred and is continuing, the Borrower (a) The Company may request at any time confirm that one or more of the Lenders establish or any other bank(s) (each an “Accordion Lender”) has agreed to commit Additional Commitments by delivering an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Notice to the Borrower Agent. (b) Each Additional Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each Accordion Lender named therein and it specifies: (i) the date on which the Additional Commitments are confirmed; (ii) the amount of the Additional EquipmentCommitments; and (iii) the amount of the Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (c) By countersigning the Additional Commitment Notice: (i) each Accordion Lender agrees to commit the Additional Commitments set out against its name; and (ii) each Accordion Lender which is not already a Lender, agrees to become a party to this Agreement as a Lender. (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional Commitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent of the Additional Commitment Notice; and (ii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Accordion Lender. The aggregate amount Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender upon being so satisfied. (f) No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall inform the Lenders of such receipt. (h) The Agent shall notify the Company and the Lenders of the increased amounts of the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with this Clause 2.3. (i) For the avoidance of doubt: (i) the Additional Commitments shall not exceed 75% have the same terms (other than as to upfront arrangement and underwriting fees and conditions precedent) as the Facility; and (ii) the upfront arrangement and underwriting fees in respect of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth out in an a separate Additional Commitment Addendum Fee Letter entered into by the Borrower, the Administrative Agent Company and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum relevant Accordion Lender(s), provided that no Accordion Lender shall not amend be offered or modify in paid any respect the provisions of the Loan Documents as they apply fees on better terms than those which have been offered to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyOriginal Mandated Lead Arrangers.

Additional Commitments. So long as (a) In the event that the Borrowers wish to increase the Commitments at any time when no Event of Default has occurred and is continuing, they shall notify the Borrower Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrowers may request that offer to the existing Lenders and, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish Proposed Increase Amount pursuant to Section 1.05(b). (b) Any Lender that accepts an Additional offer to it by the Borrowers to increase its Commitment pursuant to which Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall make Additional Loans in connection with the acquisition be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be amended to so increase the Commitment of such Lender. (c) Any additional bank, financial institution or other entity which the Borrowers select to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called an “Additional Equipment. The aggregate amount Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Lender; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Lender shall be in an integral multiple of amount not less than $10,000,000. Each Lender’s determination 5,000,000. (d) Notwithstanding anything to establish or not establish an Additional Commitmentthe contrary in this Section 1.05, and (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $3,250,000,000, (ii) in no event shall the aggregate principal amount of Loans owed by any Borrower exceed such Borrower’s Sublimit, (iii) no Lender shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole discretion and absolute discretion. The terms (iv) any increase of such Additional Commitments and the Additional Loans pursuant to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, this Section 1.05 shall be subject to the satisfaction of the conditions set forth in Section 5.02(a) (as modified as for extensions of credit made after the Closing Date) and Section 5.02(b) on the applicable Accordion Effective Date. (e) Subject to the terms and conditions hereof, each Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an Additional “Accordion Lender”) shall, on the date upon which its Commitment Addendum entered into by or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans to each Borrower, and each Borrower shall prepay outstanding Loans owing to the Lenders other than such Accordion Lender(s), in amounts such that, after giving effect to the making of such Loans by such Accordion Lender and the prepayment of outstanding Loans owing to Lenders other than such Accordion Lender(s), the aggregate principal amount of Loans owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Accordion Lender(s)) of the aggregate amount of the Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, each Borrower shall pay to the Administrative Agent and Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e). (f) At the time the Borrowers submit a Commitment Increase Notice, they shall advise the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyproposed new Sublimits.

Additional Commitments. So long (A) KECI may request that the Total Commitments be increased by the provision of additional commitments under the Facility (each such increase being a “Requested Additional Commitment”), by providing written notice to the Facility Agent (such notice being an “Additional Commitment Notice”) provided that, (i) the Additional Commitment Notice shall be delivered prior to the expiry of the Availability Period; (ii) the increase in and/or, as the case may be, assumption of Requested Additional Commitments is to take effect before the expiry of the Availability Period and the maximum aggregate amount of Requested Additional Commitments (including all previous increases in and/or assumptions of Requested Additional Commitments) shall not exceed US$50,000,000; and (iii) no Event of Default has occurred is continuing or would arise as a result of the provision of the Requested Additional Commitment; and (iv) the terms of the Requested Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to the terms of this Agreement in the same manner as the existing Commitments. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of clause 3.2(A) above are fulfilled; and (ii) specify the date upon which the Requested Additional Commitment is anticipated to be made available to the Borrower (the “Additional Commitment Date”). (C) Upon receipt of any notice pursuant to clause 3.2(A) above, the Facility Agent shall promptly notify the Lenders of such request, and on or before the Additional Commitment Date, each Lender shall inform the Facility Agent of the amount in the Base Currency of the Requested Additional Commitment which it will make available on a committed basis (each a “Committed Additional Participation”). The Facility Agent shall promptly notify KECI of the details of each Committed Additional Participation. (D) If, on the Additional Commitment Date, the aggregate amount of the Committed Additional Participation is continuingless than the Requested Additional Commitment, the Borrower may request agree with any bank or financial institution which is not a Lender (each an “Additional Lender”) that one or more they will participate in the Facility provided that: (i) any such Additional Lender agrees to become a Lender under this Agreement and make available a Commitment on the terms and conditions of this Agreement and the Borrower notifies the Facility Agent of the Lenders establish an same, on or prior to the Additional Commitment pursuant Date; and (ii) KECI shall procure that on or prior to which the Additional Commitment Date, such Additional Lender delivers a Lender Accession Notice in the form set out in Schedule 1 (The Original Lender) duly completed and signed on behalf of the Additional Lender and specifying its Committed Additional Participation to the Facility Agent. (E) Subject to the conditions in paragraphs (B) and (D) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Committed Additional Loans Participation for Utilisation under the Facility in connection accordance with the acquisition terms of this Agreement (as amended); (ii) the Committed Additional Participation shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Committed Additional Participation provided by or contribution the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made, at the Borrower’s election, by the Facility Agent making utilisations from the Committed Additional Participation in priority to utilisations from Commitments under the Facility to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (F) Each Additional Lender shall become a party to the Borrower Finance Documents (and be entitled to share in the Security created under the Security Documents in accordance with the terms of the Finance Documents) if such Additional EquipmentLender accedes to the Finance Documents in accordance with the Finance Documents. (G) Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lender and each Party agrees to be bound by such accession. The aggregate amount Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (H) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (and LC Issuing Bank) (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all (i) “know your customer” requirements or (ii) other similar checks required, in each case by law, regulation or the LC Issuing Bank’s mandatory internal policy (as consistently applied) regarding environmental issues, each in relation to the accession of such Additional Commitments Lender. (I) On the date that the Facility Agent executes a Lender Accession Notice: (i) the Additional Lender party to that Lender Accession Notice, each other Finance Party and the Obligors shall not exceed 75% acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Fair Market Value Commitment specified by it as its Committed Additional Participation; and (ii) that Additional Lender shall become a Party to this Agreement as a “Lender”. (J) Clause 21.5 (Limitation of such Additional Equipment and responsibility of Existing Lenders) shall be apply mutatis mutandis in an integral multiple of $10,000,000. Each Lender’s determination this clause 3.2 in relation to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be Lender as if references in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans that clause to: (i) an “Existing Lender” were references to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and all the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply immediately prior to the Tranche A Loans, relevant increase; (ii) the Tranche B Loans or any “New Lender” were references to that “Additional Loans made pursuant Lender”; and (iii) a “re-transfer” and “re-assignment” were references to respectively a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral “transfer” and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected thereby“assignment”.

Additional Commitments. So long as no Default has occurred The Borrower and is continuing, the Borrower may request that one or more of Agent shall have the Lenders establish right to make a one-time increase in the Revolving Committed Amount up to an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) 350,000,000 without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: (i) to the knowledge of the Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders affected therebyconsenting to an increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall notify the Borrower of the desired increase, if any, in its Revolving Commitment and (2) if the aggregate increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Lenders shall be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Agent shall promptly notify each Lender of (A) the Revolving Committed Amount and (B) each Lender's Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and the Lenders shall make adjustments among the Lenders with respect to the Revolving Loans outstanding hereunder and amounts of principal, interest, fees and other amounts paid or payable with respect thereto as shall be necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the terms of this Section 3.4(b).

Additional Commitments. So long as At any time that no Potential Event of Default or Event of Default has occurred and is continuing, the Borrower may Company may, by notice to the Agents, request that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other financial institutions not then a party to this Agreement that are satisfactory to the Agents provide up to an aggregate amount of $20,000,000 in additional Commitments (with respect to one or more tranches). Upon receipt of such notice, the Syndication Agent shall use all commercially reasonable efforts to arrange for the Lenders or other financial institutions to provide such additional Commitments; PROVIDED that the Syndication Agent will first offer each of the Lenders establish an Additional Commitment pursuant its Pro Rata Share of any such additional Commitments. Alternatively, any Lender may commit to which provide the full amount of the requested additional Commitments and then offer portions of such Lender shall make Additional Loans in connection with the acquisition by or contribution additional Commitments to the Borrower other Lenders or other financial institutions, subject to the proviso in the immediately preceding sentence. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of Additional Equipmentany such additional Commitments. The If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Commitments, (i) the aggregate amount of such Additional the Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and increased by the amount of its Additional Commitmentthe additional Commitments agreed to be so provided, (ii) if there is an increase in the Working Capital Loan Commitments or Acquisition Loan Commitments, the Pro Rata Shares of the respective Lenders in respect of the applicable Commitments shall be proportionally adjusted, (iii) if necessary, in its respect of an increase in Working Capital Loan Commitments or Acquisition Loan Commitments, at such time and in such manner as Company and the Syndication Agent shall agree (it being understood that Company and the Agents will use all commercially reasonable efforts to avoid the prepayment or assignment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders who have in their sole discretion agreed to provide such additional Commitments shall assign and absolute discretion. The terms assume outstanding Loans and participations in outstanding Letters of Credit so as to cause the amount of such Additional Commitments Loans and participations in Letters of Credit held by each Lender that has the Additional Loans affected Commitment to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating conform to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions respective percentages of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent applicable Commitments of the Lenders affected therebyand (iv) Company shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Agents may reasonably request.

Additional Commitments. So long as At any time that no Default has occurred and is continuing, the Borrower may request notify the Agents that one or more of the Borrower is requesting that, on the terms and subject to the conditions contained in this Agreement, the Lenders establish an Additional Commitment pursuant and/or other financial institutions not then a party to which such Lender shall make Additional Loans in connection with the acquisition by or contribution this Agreement that are satisfactory to the Borrower of Additional Equipment. The Agents and the Issuer provide up to an aggregate amount of such Additional $50,000,000 in additional Term Loan Commitments shall not exceed 75% of the Fair Market Value and/or Revolving Loan Commitments. Upon receipt of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitmentnotice, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Required Lenders, the Syndication Agent shall use its best commercially reasonable efforts to arrange for the Lenders affected therebyor other financial institutions to provide such additional Term Loan Commitments and/or Revolving Loan Commitments; provided that the Syndication Agent will first offer (a) each of the Lenders that then has a Percentage of the Term Loan Commitment a pro rata portion of any such additional Term Loan Commitment and (b) each of the Lenders that then has a Percentage of the Revolving Loan Commitment a pro rata portion of any such additional Revolving Loan Commitment. Alternatively, any Lender may commit to provide the full amount of the requested additional Term Loan Commitment and/or Revolving Loan Commitment and then offer portions of such additional Term Loan Commitment and/or Revolving Loan Commitment to the other Lenders or other financial institutions, subject to the proviso to the immediately preceding sentence. Nothing contained in this Section 2.1.3 or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Term Loan Commitments and/or Revolving Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Term Loan Commitments and/or Revolving Loan Commitments, (i) the Term Loan Commitment Amount shall be increased by the amount of the additional Term Loan Commitment agreed to be so provided, (ii) the Revolving Loan Commitment Amount shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (iii) the Percentages of the respective Lenders in respect of the Term Loan Commitment and/or the Revolving Loan Commitment shall be proportionally adjusted, (iv) at such time and in such manner as the Borrower and the Syndication Agent shall agree (it being understood that the Borrower and the Agents will use their best commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Term Loans and/or Revolving Loans and participations in outstanding Letters of Credit, as the case may be, so as to cause the amounts of such Term Loans, Revolving Loans and participations in Letters of Credit held by each Lender to conform to the respective Percentages of the Term Loan Commitment and/or the Revolving Loan Commitment of the Lenders and (v) the Borrower shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Agents may reasonably request. In no event shall any Commitment Amount or the Percentage of any Lender be increased without the written consent of such Lender, and no term or condition (including as to pricing, covenants and events of default) applicable to such additional Indebtedness shall be more favorable in any material respect to the Lenders providing such additional Indebtedness than the terms and conditions hereunder. The Syndication Agent agrees to negotiate with the Borrower commercially reasonable fees and expenses for the syndication of any such additional Indebtedness, and in the event the Syndication Agent fails to do so, the Syndication Agent may be replaced, solely in respect of such additional Indebtedness, by an instrument in writing delivered to the Syndication Agent and signed by the Borrower.

Additional Commitments. So long as The Borrower shall have the right no more than once a year to increase the Facilities up to an aggregate amount of $1,300,000,000 (with such increase to be applied pro rata to the Facilities) without the consent of the Lenders, subject however to the satisfaction of each of the following terms and conditions: (i) to the knowledge of the Administrative Agent, no Default or Event of Default shall exist and be continuing at the time of such increase; (ii) concurrently with the Borrower’s request for such increase hereunder, the Borrower shall deliver to the Administrative Agent, an officer’s certificate substantially in the form of Schedule 6.1(c) certifying that no Default or Event of Default has occurred and is continuing, the Borrower may request that one or more continuing and demonstrating compliance with each of the financial covenants set forth in Sections 6.10 and 6.11 both before and after giving effect to the increase requested hereunder; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders establish consenting to an Additional Commitment pursuant to which such increase in the amount of their Revolving Commitments; provided that (1) on or before the tenth Business Day following notification of a requested increase in the Revolving Committed Amount, each Lender shall make Additional Loans in connection with the acquisition by or contribution to notify the Borrower of Additional Equipment. The the desired increase, if any, in its Revolving Commitment and (2) if the aggregate amount increases in the Revolving Commitments requested by the existing Lenders shall exceed the requested increase in the Revolving Committed Amount, the Revolving Commitments of such Additional Commitments Lenders shall not exceed 75% be increased on a pro rata basis according to the existing Commitment Percentage of such Lenders; and (B) second, to any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Fair Market Value SEC) reasonably acceptable to the Administrative Agent and the Borrower; (iv) each Person providing a new Commitment shall execute a New Commitment Agreement substantially in the form of Schedule 3.4(b) hereto and, upon such Additional Equipment execution and the satisfaction of the other terms and conditions of this Section 3.4(b), such Person shall thereupon become a party hereto and have the rights and obligations of a Lender under this Credit Agreement as more specifically provided in the New Commitment Agreement; and (v) the Administrative Agent shall promptly notify each Lender of (A) the new Revolving Committed Amount and (B) each Lender’s Commitment Percentage, in each case after giving effect to the one-time increase in Revolving Commitment referred to in this Section 3.4(b). On the date (which date shall be a Business Day) on which the increase in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, Revolving Committed Amount occurs the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect make adjustments among the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral Lenders with respect to any Loan (other than to provide that proceeds the Revolving Loans outstanding hereunder and under the Four-Year Credit Agreement and amounts of collateral principal, interest, fees and other payments made by the Borrower amounts paid or payable with respect thereto as shall be shared pro rata necessary in order to reallocate among the Lenders such outstanding amounts based on the new Commitment Percentages and to otherwise carry out fully the terms of this Section 3.4(b). The Borrower agrees that, in connection with any such increase in the Additional Loans Revolving Committed Amount, it will promptly (i) provide to each Lender providing a new or increased Revolving Commitment (upon surrender of the existing Revolving Note of such Lender in the case of an existing Lender) a Revolving Note in the amount of its new or increased (as applicable) Revolving Commitment substantially in the form of the Revolving Note attached hereto as Schedule 2.1(e) (but, in the case of a new Revolving Note given to an existing Lender that increases its Revolving Commitment, with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof) and (ii) provide to each Lender (upon surrender of the existing Competitive Note of such Lender in the case of an existing Lender) a Competitive Note in the amount of the new Revolving Committed Amount substantially in the form of the Competitive Note attached hereto as Schedule 2.2(f) (but, in the case of a new Competitive Note given to an existing Lender, with notation thereon that it is given in substitution for and replacement of the original Competitive Note or any replacement notes thereof). Each of the parties hereto acknowledges and agrees that no Lender shall be obligated to increase its Revolving Commitment pursuant to the extent provided in such Addendum) without the consent terms of the Lenders affected therebythis Section 3.4(b).

Additional Commitments. So long as no Default has occurred and is continuing, the Borrower (a) The Company may request at any time confirm that one or more of the Lenders establish or any other bank(s) (each an “Accordion Lender”) has agreed to commit Additional Commitments by delivering an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Notice to the Borrower Agent. (b) Each Additional Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each Accordion Lender named therein and it specifies: (i) the date on which the Additional Commitments are confirmed; (ii) the amount of the Additional EquipmentCommitments; and (iii) the amount of the Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (c) By countersigning the Additional Commitment Notice: (i) each Accordion Lender agrees to commit the Additional Commitments set out against its name; and (ii) each Accordion Lender which is not already a Lender, agrees to become a party to this Agreement as a Lender. (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional Commitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent of the Additional Commitment Notice; and (ii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Accordion Lender. The aggregate amount Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender upon being so satisfied. (f) No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall inform the Lenders of such receipt. (h) The Agent shall notify the Company and the Lenders of the increased amounts of the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with this Clause 2.3. (i) For the avoidance of doubt: (i) the Additional Commitments shall not exceed 75% have the same terms (other than as to upfront arrangement fees and conditions precedent) as the Facility; and (ii) the upfront arrangement fees in respect of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth out in an a separate Additional Commitment Addendum Fee Letter entered into by the Borrower, the Administrative Agent Company and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum relevant Accordion Lender(s), provided that no Accordion Lender shall not amend be offered or modify in paid any respect the provisions of the Loan Documents as they apply fees on better terms than those which have been offered to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyMandated Lead Arrangers.

Additional Commitments. So long as On or after the Closing Date, if no Default has shall have occurred and is continuingbe continuing at such time, the Borrower may request that one or more of may, if it so elects, increase the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of the Tranche A Commitments and the Tranche B Commitments (each tranche expressed in Australian Dollars), either by designating a Person not theretofore a Bank to become a Bank or by agreeing with an existing Bank that such Additional Commitments Bank’s Tranche A Commitment and/or Tranche B Commitment shall not exceed 75% be increased (which increase by any such existing Bank shall be at such existing Bank’s sole discretion). Upon execution and delivery by the Borrower and such Bank or other Person of an instrument of assumption in form reasonably satisfactory to the Fair Market Value Facility Agent, such existing Bank shall have a Tranche A Commitment and/or Tranche B Commitment as therein set forth, or such other Person shall become a Bank with a Tranche A Commitment and/or Tranche B Commitment as therein set forth and all the rights and obligations of a Bank with such a Tranche A Commitment and/or Tranche B Commitment hereunder; provided that (i) the Borrower shall provide prompt notice of such Additional Equipment increase to the Facility Agent, which shall promptly notify the other Banks and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and (ii) the amount of its Additional Commitmentsuch increase, shall be together with all other increases in its sole and absolute discretion. The terms the aggregate amount of such Additional the Tranche A Commitments and the Additional Loans Tranche B Commitments pursuant to be made thereunderthis Section 2.1(c), including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth does not exceed an aggregate amount of A$1,000,000,000. Upon any increase in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions aggregate amount of the Loan Documents as they apply to the Tranche A LoansCommitments pursuant to this Section 2.1(c), at the end of the then current Interest Period with respect to each Group of Tranche A Loans then outstanding, the Borrower shall prepay such Group in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article III, the Borrower shall then reborrow Tranche A Loans from the Tranche A Banks in proportion to their respective Tranche A Commitments after giving effect to such increase, until such time as all outstanding Tranche A Loans are held by the Tranche A Banks in such proportion. Upon any increase in the aggregate amount of the Tranche B Loans or any Additional Loans made Commitments pursuant to a previous Additional Commitment Addendum or otherwise affect this Section 2.1(c), at the application or priority end of payments from the Borrower or proceeds of collateral then current Interest Period with respect to any Loan (other than to provide that proceeds each Group of collateral and other payments made by Tranche B Loans then outstanding, the Borrower shall be shared pro rata with the Additional Loans prepay such Group in its entirety, and, to the extent provided the Borrower elects to do so and subject to the conditions specified in Article III, the Borrower shall then reborrow Tranche B Loans from the Tranche B Banks in proportion to their respective Tranche B Commitments after giving effect to such increase, until such time as all outstanding Tranche B Loans are held by the Tranche B Banks in such Addendum) without the consent of the Lenders affected therebyproportion.

Additional Commitments. So long as no Default has occurred At any time and is continuingfrom time to time on and after the Effective Date and prior to the Final Maturity Date, the Borrower Parent and Corp. may request that one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lender) or assume a Commitment (in the Lenders establish an Additional case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to which any such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and request shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the aggregate amount of at least $16,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $175,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its Additional Commitmentexisting, or assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such Lender's Commitment to be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in its sole and absolute discretionconformity with the requirements of Section 1.06. The terms of such Additional Commitments and Notwithstanding anything to the Additional Loans contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to be made thereunderthis Section 1.16, including funding provisionseach Borrower shall, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of certain Lenders establishing and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Additional CommitmentsLenders participate in each Borrowing of such Revolving Loans Pro rata on the basis of their Commitments (after giving effect to any increase thereof). An Additional Commitment Addendum shall not amend or modify in It is hereby agreed that any respect the provisions breakage costs of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made type described in Section 1.12 incurred by the Borrower Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be shared pro rata with for the Additional Loans to the extent provided in such Addendum) without the consent account of the Lenders affected therebyrespective Borrowers.

Additional Commitments. So long The Borrower shall have the right at any time and from time to time on or after the Effective Date, to agree with any Lender upon an increase in the Commitment of such Lender or to add as no Default has occurred a “Lender” with a new Commitment another financial institution or other entity (each such Lender or other financial institution or entity, an “Additional Commitment Lender,” and is continuingeach such Commitment, an “Additional Commitment”), provided that the aggregate amount of the Additional Commitments obtained on or after the Effective Date shall not exceed $125,000,000. Each Additional Commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b) as to any Additional Lender or assignee thereof, reduced or increased from time to time pursuant to assignments by or to it pursuant to Section 9.04. Upon any Additional Commitment becoming effective, the Borrower may request that one or more shall borrow such Revolving Loans thereunder and make such prepayments of the Lenders establish an other Revolving Loans as may be required in order to make the outstanding Revolving Loans under such Additional Commitment pursuant ratable with the Revolving Loans outstanding under the other Commitments, all in a manner as reasonably determined by the Administrative Agent in consultation with the Borrower and the relevant Additional Commitment Lender, it being understood that such determinations may modify and supersede other provisions hereof as to which requirements for notice, minimum amounts, Interest Periods and other similar items, but any required prepayments shall in any event be subject to Section 2.15. The Borrower will provide such additional documents and filings as the Administrative Agent may reasonably require to assure that the Revolving Loans in respect of Additional Commitments are secured by the Collateral ratably with all other Revolving Loans. Each Additional Commitment Lender shall make Additional Loans in connection with the acquisition by or contribution enter into documentation reasonably satisfactory to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of Administrative Agent to evidence and provide for its Additional Commitment, . Any Additional Commitment Lender which is not a Lender shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans reasonably satisfactory to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyAgent.

Additional Commitments. So long as no Default has occurred and is continuing(a) Subject to other terms of this Agreement, the MLAB may (at the request of the Borrower) increase the Total Commitments (the "Additional Commitments") by an amount of up to US$100,000,000. Such increase will be effective only if the following procedures and conditions are complied with: (i) the MLAB and the Borrower may request that enter into a Fee Letter in relation to the Additional Commitments Fee; (ii) the Additional Commitments will be assumed by one or more banks, financial institutions, trusts, funds or other entities which are regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (each an "Additional Lender") who deliver a Lender Accession Letter to the Lenders establish an Agent and the Borrower no later than 10 Business Days prior to the relevant proposed Additional Commitment Lender Accession Date, pursuant to which the Additional Lender assumes all the obligations of a Lender corresponding to that part of the Additional Commitments which it is to assume (as specified in the Lender Accession Letter), as if it had been an Original Lender in respect of those Commitments; (iii) the Agent shall, subject to paragraph (iv) below, as soon as reasonably practicable after receipt by it of an otherwise duly completed Lender Accession Letter appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Lender Accession Letter; (iv) the Agent shall only be obliged to execute a Lender Accession Letter delivered to it by an Additional Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Additional Lender; (v) any increase in the Total Commitment shall take effect on the date specified by the relevant Additional Lender(s) on the Lender Accession Letter, or if later, on the date which each of the Borrower and the Agent executes an otherwise duly completed Lender Accession Letter delivered to it by the relevant Additional Lender(s) (such date being an "Additional Lender Accession Date"), provided that the Additional Lender Accession Date must be a Business Day. (b) Each Lender Accession Letter once delivered is irrevocable. (c) On and upon each Additional Lender Accession Date: (i) the Total Commitments shall make be increased by the amount set out in the Lender Accession Letter as that Lxxxxx's Commitment; (ii) the Transaction Obligors and each of the relevant Additional Loans Lender(s) shall assume obligations towards one another and/or acquire rights against one another as the Transaction Obligors and such Additional Lender would have assumed and/or acquired had such Additional Lender been an Original Lender in respect of that part of the Additional Commitments which it is to assume; (iii) each of the relevant Additional Lender(s) (which is not already a party to the Finance Document as a Lender) shall become a Party as a "Lender" and such Additional Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Additional Lender and those Finance Parties would have assumed and/or acquired had that Additional Lender been an Original Lender in respect of that part of the Additional Commitments which it is to assume; and (iv) the Commitments of the other Lenders shall continue in full force and effect. (d) Each Additional Lender, by executing the Lender Accession Letter, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender. (e) The Borrower shall, within 10 Business Days of demand, pay the Agent the amount of all costs and expenses (including legal fees, subject to agreed caps) reasonably incurred by it in connection with any increase in the acquisition by or contribution Total Commitments under this Clause 2.2. (f) Neither the Agent nor any Lender shall have any obligation to find an Additional Lender. (g) Clause 23.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Additional Lender as if references in that Clause to: (i) an "Existing Lender" were references to all the Lenders immediately prior to the Additional Lender Accession Date; (ii) the "New Lender" were references to that "Additional Lender"; and (iii) a "re-transfer" and "re-assignment" were references to respectively a "transfer" and "assignment". (h) The Agent shall, as soon as reasonably practicable after it has executed the Lender Accession Letter, send to the Borrower a copy of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyLender Accession Letter.

Additional Commitments. So long (A) KEL may notify the Facility Agent (such notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to increase the Total Commitments by the provision of additional commitments under the Facility (each such increase or, as no Default has occurred and is continuingthe case may be, assumption in commitments being an “Additional Commitment”), provided that: (i) the Borrower may request that one or more Additional Commitment Notice shall be delivered prior to the expiry of the Availability Period; (ii) no Event of Default is continuing or would arise as a result of the provision of the Additional Commitment; (iii) the terms of the Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to the terms of this Agreement in the same manner as the existing Commitments; and (iv) the Total Commitments will not exceed USD 300 million as a result of such Additional Commitment unless the Majority Lenders establish have provided their consent to an increase above USD 300 million. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of paragraph (A) above are fulfilled; and (ii) specify the date upon which the Additional Commitment is anticipated to be made available to the Borrowers (the “Additional Commitment Date”); and (C) In the event that an Additional Lender is not a Party to this Agreement, KEL shall procure that on or prior to the Additional Commitment pursuant Date, such Additional Lender delivers a Lender Accession Notice duly completed and signed on behalf of the Additional Lender and specifying its Additional Commitment to which such the Facility Agent. (D) Subject to the conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Loans Commitment for Utilisation under the Facility in connection accordance with the acquisition terms of this Agreement (as amended); (ii) the Additional Commitment shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Additional Commitment provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made by a Borrower either: (a) making utilisations from the Additional Commitment within five Business Days of the relevant Additional Commitment Date in priority to utilisations from Commitments under the Facility or contribution to effect a prepayment under the Facility to the Borrower existing Lenders (which amount may be redrawn by the Borrowers); or (b) making its first utilisation under the Additional Commitment on the last day of the then Interest Period, at that Borrower's election, in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (E) Each Additional EquipmentLender shall become a party to the Finance Documents (and be entitled to share in the Security Interests created under the Security Documents and benefit from the Deed of Guarantee, in accordance with the terms of the Finance Documents) if such Additional Lender accedes to the Finance Documents in accordance with the Finance Documents. (F) Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lender and each Party agrees to be bound by such accession. The aggregate amount Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (G) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the accession of such Additional Commitments shall not exceed 75% of Lender. (H) On the Fair Market Value of such date that the Facility Agent executes a Lender Accession Notice: (i) the Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination Lender party to establish or not establish an Additional Commitmentthat Lender Accession Notice, each other Finance Party and the amount Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been a Lender on the date of this Agreement with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Commitment specified by it as its Additional Commitment, ; and (ii) that Additional Lender shall be become a Party to this Agreement as a “Lender”. (I) Clause 22.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans this clause 3.2 in relation to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and Lender as if references in that clause to: (i) an “Existing Lender” were references to all the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply immediately prior to the Tranche A Loans, relevant increase; (ii) the Tranche B Loans or any “New Lender” were references to that “Additional Loans made pursuant Lender”; and a “re-transfer” and “re-assignment” were references to respectively a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral “transfer” and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected thereby“assignment”.

Additional Commitments. So long as The Borrower may from time to time after the Effective Date, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (i) no Default has or Event of Default shall have occurred and is continuingbe continuing or would occur after giving effect to such additional Commitments, (ii) the Loans under such additional Commitments shall have the same Guaranties and Collateral (if any), and shall rank pari passu with the Loans to be made pursuant to Section 2.1A(i), (iii) the representations and warranties in Section 5 shall be true and correct in all material respects prior to and after giving effect to such additional Commitments, (iv) the maturity date of any additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the Borrower may request that one or more maturity date of the Lenders establish an Additional Commitment pursuant existing Commitments (or any Other Credit Extensions constituting Commitments), (v) the terms (other than with respect to which such Lender shall make Additional Loans in connection with the acquisition by pricing or contribution to the Borrower maturity) of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional any additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional the extent not consistent with the Commitments and Additional Loansthe Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent, (vi) such additional Commitments shall be made available no more than four times prior to the Commitment Termination Date, (vii) each such additional Commitment shall be in a minimum aggregate principal amount of $10,000,000, (viii) the minimum commitment of any Qualified Additional Lender shall be $2,500,000 and (ix) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(ii) exceeds by more than 50 basis points the Revolving Loan Yield at such time (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(ii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), then the “LIBO Rate floor” and/or the Applicable Margin applicable to the Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBO Rate floor” being applicable to the additional Commitments, the “LIBO Rate floor” applicable to the Loans shall be increased (or, in the event there is no “LIBO Rate floor” applicable to the Loans at such time, a “LIBO Rate floor” shall be added) to an amount not to exceed the “LIBO Rate floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(ii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Borrower shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(ii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in an Additional Commitment Addendum entered into by a separate assumption agreement among Holdings, the Borrower, the Qualified Additional Lenders providing such additional Revolving Commitments and the Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrower incurs new Commitments under this Section 2.1A(ii), regardless of whether such Commitments are Other Credit Extensions, the Borrower shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrower may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loansis expressly permitted, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of any Lender, to amend the Lenders affected therebyLoan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(ii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(ii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. So long as (a) Subject to the terms and conditions hereof, at any time after the Second Amendment Date and prior to the Maturity Date, provided that no Event of Default has occurred and is continuingcontinuing and that the Borrower is in pro forma compliance with the financial covenants in Section 5.1(12) (assuming the full incurrence and application of the new Indebtedness in question), the Borrower may request that one or more of the Lenders establish or any other Persons provide additional Commitments (each, an “Additional Commitment”) which shall serve to increase the Credit, such that further Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment pursuant Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, (i) the Additional Commitment in question shall become effective, (ii) the Agent shall promptly notify each Lender as to which such agreement, and (iii) Schedule 2.1 shall be deemed to be modified accordingly. 23112834.19 (c) Notwithstanding anything to the contrary in this Agreement: (i) no Additional Commitment shall require the consent of any Lender other than the Additional Lender in question, but each Additional Commitment shall require the approval of the Administrative Agent, not to be unreasonably withheld; (ii) no Lender shall make have any obligation to participate in any Additional Loans Commitment unless it agrees to do so in connection with its sole discretion; (iii) no Lender shall have the acquisition by right to participate in any Additional Commitment or contribution to receive prior notice thereof, regardless of the Borrower of Additional Equipment. The fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of such all Additional Commitments shall not exceed 75% of U.S.$25,000,000; (v) the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the aggregate amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such all Additional Commitments and requested at any one time shall not be less than U.S.$10,000,000; and (vi) the Additional Loans to Borrower may pay such up-front, arrangement or other fees as may be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into agreed by the Borrower, the Administrative Agent and any Additional Lender in connection with the Lenders establishing provision by such Additional Commitments. An Lender of an Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyCommitment.

Additional Commitments. So long as Provided there exists no Default has occurred and is continuingDefault, the Borrower may request that one or more on behalf of the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection Borrower and Guarantors may, on any Business Day after the date hereof, without the consent of any Bank but with the acquisition written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), obtain additional Commitments by or contribution delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the Borrower of Additional Equipment. The aggregate amount desired effective date of such Additional Commitments shall not exceed 75% of increase (the Fair Market Value of such Additional Equipment and shall “Commitment Amount Increase") identifying an additional Bank (or additional Commitment agreed to be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, made by any existing Bank) and the amount of its Additional Commitment (or additional Commitment); provided, however, that any increase in the aggregate amount of the Commitments to an amount in excess of U.S. $400,000,000 will require the approval of the Required Banks; provided further that prior to approaching an additional Bank, the Borrower shall have offered to the existing Banks the opportunity to provide an additional Commitment. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent. Upon the effectiveness thereof, each new Bank (or, if applicable, each existing Bank which consented to an additional Commitment) shall advance Loans in an amount equal to its Commitment, at which time the Commitments shall expire. It shall be in its sole and absolute discretiona condition to such effectiveness that no Euro-Dollar Loans be outstanding on the date of such effectiveness. The terms Borrower agrees to pay any out-of-pocket expenses of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitmentsrelating to any Commitment Amount Increase. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply Notwithstanding anything herein to the Tranche A Loanscontrary, the Tranche B Loans or no Bank shall have any Additional Loans made pursuant obligation to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than agree to provide that proceeds of collateral an additional Commitment and other payments made by the Borrower no Bank’s Commitment shall be shared pro rata with the Additional Loans increased without its consent thereto, and each Bank may at its option, unconditionally and without cause, decline to the extent provided in provide any such Addendum) without the consent of the Lenders affected therebyadditional Commitment.

Additional Commitments. So long as no Default has occurred and is continuing, the Borrower (a) The Company may request at any time confirm that one or more of the Lenders establish or any other bank(s) (each an “Accordion Lender”) has agreed to commit Additional Commitments by delivering an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Notice to the Borrower Agent. (b) Each Additional Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each Accordion Lender named therein and it specifies: (i) the date on which the Additional Commitments are confirmed; (ii) the amount of the Additional EquipmentCommitments; and (iii) the amount of the Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (c) By countersigning the Additional Commitment Notice: (i) each Accordion Lender agrees to commit the Additional Commitments set out against its name; and (ii) each Accordion Lender which is not already a Lender, agrees to become a party to this Agreement as a Lender. (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional Commitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent of the Additional Commitment Notice; and (ii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Accordion Lender. The aggregate amount Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender upon being so satisfied. (f) No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall inform the Lenders of such receipt. (h) The Agent shall notify the Company and the Lenders of the increased amounts of the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with this Clause 2.3. (i) For the avoidance of doubt: (i) the Additional Commitments shall not exceed 75% have the same terms (other than as to upfront arrangement and underwriting fees and conditions precedent) as the Facility; and (ii) the upfront arrangement and underwriting fees in respect of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth out in an a separate Additional Commitment Addendum Fee Letter entered into by the Borrower, the Administrative Agent Company and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum relevant Accordion Lender(s), provided that no Accordion Lender shall not amend be offered or modify in paid any respect the provisions of the Loan Documents as they apply fees on better terms than those which have been offered to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyMandated Lead Arrangers.

Additional Commitments. So (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default has occurred and or Event of Default is continuing, the Borrower may request then in existence or would result therefrom) on one or more occasions that one or more of the existing Lenders establish (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to which this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $700,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall make be as set forth in the relevant Additional Loans Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection with therewith and the acquisition by or contribution satisfaction of the other conditions set forth in this Section 2.16 to the Borrower reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional EquipmentCommitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all purposes of, this Agreement and each other Credit Document shall be increased by the aggregate amount of such Additional Commitments shall not exceed 75% of and (y) on each such date, the Fair Market Value of such Additional Equipment and Commitment Schedule shall be in an integral multiple deemed modified to reflect the revised Commitments of $10,000,000. Each each affected Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected thereby.

Additional Commitments. So long as (a) In the event that the Borrower wishes to increase the Commitments at any time when no Default or Event of Default has occurred and is continuingcontinuing or would exist after giving effect thereto, it shall notify the Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase, the Banks and other Persons agreeing to participate therein and the proposed effective date thereof (such notice, a “Commitment Increase Notice”). The Borrower may request that may, with the consent of the Agent and any Issuing Banks (which consents shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish an Additional Proposed Increase Amount pursuant to paragraph (b) below. (b) Any Bank which agrees with the Borrower to increase its Commitment pursuant to which such Lender this Section 2.13 shall make Additional Loans in connection execute a Commitment Increase Supplement with the acquisition Borrower and the Agent, substantially in the form of Exhibit C, whereupon such Bank shall be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 shall be deemed to be amended to so increase the Commitment of such Bank. (c) Any additional bank, financial institution or other entity which agrees with the Borrower to participate in the increased Commitments pursuant to this Section 2.13 shall execute an Additional Bank Supplement with the Borrower and the Agent, substantially in the form of Exhibit D, whereupon such bank, financial institution or other entity (an “Additional Equipment. The aggregate amount Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Bank as so agreed; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Bank shall be in an integral multiple of amount not less than $10,000,000. Each Lender’s determination 5,000,000. (d) Notwithstanding anything to establish or not establish an Additional Commitmentthe contrary in this Section 2.13, (i) in no event shall any increase in Commitments pursuant to this Section 2.13 cause the Commitments hereunder to exceed $800,000,000 and the amount of (ii) no Bank shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, It shall be a condition to the effectiveness of any increase in the Commitments pursuant to this Section 2.13 that on the proposed effective date therefor that the conditions set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent Sections 5.01(b) and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral c) are then satisfied (and other payments made by the Borrower shall be shared pro rata deemed to have made a representation and warranty as of such date to such effect). (e) Upon any increase in the Commitments pursuant to this Section 2.13 becoming effective, the shares of the Banks (including any Additional Banks) in any outstanding Letters of Credit shall be adjusted to be in proportion to their new Bank Percentages. The Agent shall also be entitled, upon any such effectiveness, to establish arrangements, which may be inconsistent in certain respects with other provisions of the Agreement but which it believes to be reasonable in the circumstances (with the Additional Loans intention of minimizing expense to the extent provided Borrower under Section 2.17 and disruptions for the Banks), to provide for the Additional Banks and the Banks with increasing Commitments to make Standby Loans over a reasonable period on a basis that makes their participation in the outstanding Standby Borrowings proportional to their new Bank Percentages and during such Addendum) without period for the consent of the Lenders affected therebyBanks to receive ratable treatment with respect to their outstanding Standby Loans.

Additional Commitments. So long (a) Schedule 1 hereto sets forth the Additional Commitment of each Additional Lender as no Default has occurred and is continuing, the Borrower may request that one or more of the Lenders establish an Assumption Effective Date (as defined below). The Additional Commitment pursuant to which such of each Additional Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. be several and not joint. (b) The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Revolving Loans and other extensions of credit made thereunder shall have the same terms as those applicable to be the Commitments and the Revolving Loans and other extensions of credit made thereunder, including funding provisionsrespectively. With effect from the Assumption Effective Date, conditions precedentthe Additional Lenders shall constitute “Qualified Additional Lenders”, amortization“Revolving Loan Lenders” and “Lenders”, interestthe Additional Commitments shall constitute “Commitments” and the loans made thereunder shall constitute “Revolving Loans” (and not Other Credit Extensions), feesin each case for all purposes of the Credit Agreement and the other Loan Documents. (i) Upon the effectiveness of the Additional Commitments, prepayment requirements and other matters relating each Revolving Loan Lender immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Additional Commitments Lender, and each such Additional LoansLender will automatically and without further act be deemed to have assumed, a portion of such Revolving Loan Lender’s participations under the Credit Agreement in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations under the Credit Agreement in Letters of Credit and (y) participations under the Credit Agreement in Swing Line Loans held by each Revolving Loan Lender (including each such Additional Lender) will equal such Lender’s Pro Rata Share and (ii) if, on the Assumption Effective Date, there are any Revolving Loans outstanding, such Revolving Loans shall, upon the effectiveness of the Additional Commitments, be prepaid from the proceeds of new Revolving Loans made under the Credit Agreement, which prepayment shall be set forth accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Loan Lender in an Additional Commitment Addendum entered into by accordance with Section 2.4 of the Borrower, the Administrative Agent Credit Agreement. (d) Holdings and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents Co-Borrowers hereby appoint Deutsche Bank AG New York Branch (“Deutsche Bank”) as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral an Issuing Bank with respect to any Loan (other than Letter of Credit that may be issued by such Person after the Assumption Effective Date, and Deutsche Bank hereby accepts such appointment. Notwithstanding the foregoing or anything to provide that proceeds of collateral and other payments made by the Borrower contrary contained herein or in the Credit Agreement, neither Credit Suisse AG nor Deutsche Bank shall be shared pro rata with obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the Additional Loans outstanding Letter of Credit Usage of all Letters of Credit issued by such Person and its Affiliates would exceed (i) $45,000,000, in the case of Credit Suisse AG or (ii) $40,000,000, in the case of Deutsche Bank (the “Issuing Bank Sublimits”). Without limiting the foregoing and without affecting the limitations in the Credit Agreement on aggregate Letter of Credit Usage, it is understood and agreed that a Co-Borrower may from time to time request that an Issuing Bank exceed its individual Issuing Bank Sublimit, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of the other Issuing Bank (subject to the extent provided limitations in such Addendumthe Credit Agreement on aggregate Letter of Credit Usage). (e) without The Co-Borrowers hereby agree to pay to each Additional Lender, through the consent Administrative Agent, in immediately available funds, an upfront fee (the “Upfront Fee”) equal to 1.0% of each Additional Lender’s Additional Commitment, as set forth in Schedule 1 hereto, on the Lenders affected therebyAssumption Effective Date. Once paid, the Upfront Fee shall not be refundable under any circumstances.

Additional Commitments. So long as no Default has occurred and is continuingAt any time prior to the Maturity Date, the Borrower may shall have the right, exercisable no more than four (4) times, to request that one or more the Administrative Agent obtain additional Term Loan Commitments and/or Revolving Credit Commitments in excess of the Lenders establish an Lenders’ then outstanding Term Loan Commitments and/or Revolving Credit Commitments in a minimum increment of at least Twenty-Five Million Dollars ($25,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the requested amount being, the “Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Amount”), subject to the Borrower of Additional Equipment. following: (a) The aggregate amount of such Additional the Lenders’ Commitments shall not exceed 75% One Billion Three Hundred Million Dollars ($1,300,000,000). (b) Any such request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent prior to the Maturity Date, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the Fair Market Value Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Equipment Commitment Notice and shall be in an integral multiple of $10,000,000. Each each Lender’s determination pro rata share of the proposed Additional Commitment Amount. If any Lender does not accept in writing within ten (10) Business Days the offer to establish or not establish an Additional increase its respective Commitment, and the amount of its Additional Commitment, shall be which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not accept in writing its pro rata share of the Additional Commitment Amount within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The terms Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the Accepting Lenders in accordance with Section 2.09(f) if so requested by them, (iii) the Accepting Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Loans matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower certifying that the representations and warranties of the Borrower Parties set forth herein (as updated from time to time in accordance with this Agreement) and in the other Loan Documents are true and correct in all material respects on and as of the date of the increase (except if any such representation or warranty is expressly stated to have been made as of a specific date, as of such Additional specific date), (v) the Borrower Parties, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, as shall be set forth in an Additional Commitment Addendum entered into reasonably acceptable to the Borrower, the Accepting Lenders, the Administrative Agent, (vi) the Borrower paying the Administrative Agent for the account of each Accepting Lender such upfront fees as shall be agreed to by the Borrower, (vii) the Borrower paying the Arranger such fees, if any, as shall be agreed to by the Borrower and the Arranger prior to the Administrative Agent commencing its efforts under this paragraph (b), (viii) the Borrower paying all of the Administrative Agent’s reasonable and documented, out-of-pocket, expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. (c) Notwithstanding anything to the contrary contained herein, if the Lenders establishing such Additional Commitments. An do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Addendum shall not amend Amount, the Borrower may designate one or modify in any respect the provisions of the Loan Documents as they apply more proposed lenders to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant Administrative Agent to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral become Lenders under this Agreement with respect to any Loan (other than to provide that proceeds such balance of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless the Administrative Agent consents thereto which consent shall not be unreasonably withheld, conditioned or delayed), subject in each case to the extent provided prior approval of the Administrative Agent, which approvals shall not be unreasonably withheld, conditioned or delayed so long as such proposed lenders are not Ineligible Institutions. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in such Addendum) accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default being in existence at the time of increase, (ii) the Borrower issuing substitute Notes to the new Lenders affected therebyin accordance with Section 2.09(f), (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower Parties, the new Lenders and the Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Loans, as shall be reasonably acceptable to the Borrower and the Administrative Agent, and (v) the Borrower paying all of the Administrative Agent’s reasonable, and documented, out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such new Lenders in accordance with the immediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into Modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments and Loans, the addition of new Lenders and the other matters contemplated by this Section 9.14.

Additional Commitments. So long as no Default has occurred and is continuingAt any time following the date hereof, the Borrower may by written notice to the Administrative Agent elect to request that one an increase to the existing Class B Revolving Facility Commitments (any such increase, the “Additional Revolving Facility Commitments”) and/or the Class B Term Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”), by an amount not in excess of, when aggregated with the amount of Permitted Notes issued in reliance on Section 6.01(w)(i), the sum of (x) $400.0 million plus (y) $300.4 million which was exercised on the date hereof, in the aggregate or more a lesser amount in integral multiples of $10.0 million. For the avoidance of doubt, $400.0 million of such amount shall be available as of the Lenders establish date hereof after giving effect to this Agreement. Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days (or, in the case of the exercise on the date hereof, one (1) Business Day) after the date on which such notice is delivered to the Administrative Agent and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term Loan Lender (in the case of Additional Term Loan Commitments) the right to increase its Class B Revolving Facility Commitment and/or Class B Term Loan Commitment, as applicable, on a pro rata basis. The Borrower shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender, Term Loan Lender or other financial institution reasonably acceptable to the Administrative Agent (each, an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) to whom the Additional Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Additional Commitments may elect or decline, in its sole discretion, to provide an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional EquipmentCommitment. The aggregate amount of such Such Additional Commitments shall not exceed 75% of the Fair Market Value become effective as of such Increased Amount Date, and in the case of Additional Equipment and Term Loan Commitments, such Additional Term Loans in respect hereof (“Additional Term Loans”) shall be in an integral multiple made on such Increased Amount Date; provided that (1) no Default or Event of $10,000,000. Each Lender’s determination to establish Default shall exist on such Increased Amount Date before or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating after giving effect to such Additional Commitments and Additional Loans, ; (2) such increase in the Class B Revolving Facility Commitments and/or the Class B Term Loan Commitments shall be evidenced by one or more joinder agreements executed and delivered to the Administrative Agent by each Additional Lender, as applicable, and each shall be recorded in the register, each of which shall be subject to the requirements set forth in an Additional Commitment Addendum entered into by Section 2.17(e); and (3) the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum Borrower shall not amend or modify make any payments required pursuant to Section 2.16 in any respect connection with the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyCommitments.

Additional Commitments. So long as no Default has occurred and is continuing, the (a) The Borrower may request that by written notice to the Administrative Agent elect to seek commitments (“Additional Commitments”) to increase the aggregate principal amount of any existing Class of Loans or to establish one or more new Classes of Loans; provided that: (i) the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such all Additional Commitments shall not exceed 75% of the Fair Market Value of Incremental Cap; (ii) any such Additional Equipment and increase or any new Class shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $10,000,000. Each Lender’s determination 1,000,000 in excess thereof; provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the preceding clause (i); (iii) no existing Lender shall be required to establish provide any Additional Commitments; (iv) each of the conditions set forth in Section 4.02 shall be satisfied; (v) the final maturity date of any Additional Loans shall be no earlier than the Latest Maturity Date; (vi) the Additional Loans shall have a Weighted Average Life to Maturity equal to or not establish an greater than the then remaining Weighted Average Life to Maturity of each Class of Loans outstanding prior to such proposed incurrence of Additional Commitment, Loans (the “Outstanding Loans”); (vii) the interest margins for the Additional Loans shall be determined by the Borrower and the amount Lenders of its such Additional CommitmentLoans; provided that in the event that the All-in-Yield for any Additional Loans is greater than the All-in-Yield for Outstanding Loans by more than 50 basis points, then the Applicable Rate for the Outstanding Loans shall be increased to the extent necessary so that the All-in-Yield for such Additional Loans is not more than 50 basis points higher than the All-in-Yield for Outstanding Loans, except that if the Adjusted LIBO Rate floor on the Additional Loans is higher than 75 basis points (and the Alternate Base Rate floor is higher than 175 basis points), the applicable interest rate floor on the Outstanding Loans may be increased up to the applicable interest rate floor on the Additional Loans and such increase in its sole interest rate floor shall be counted as increase in the Applicable Rate for purposes of the foregoing; (viii) no Additional Loans shall be guaranteed by any Person that is not a Guarantor or secured by any asset that is not Collateral; (ix) any Additional Loans shall share on a pro rata basis in any voluntary and absolute discretion. The terms mandatory prepayments with the Outstanding Loans or, if agreed to by the lenders of Additional Loans, on a less than pro rata basis (but in no event on a greater than pro rata basis); (x) the Additional Credit Extension Amendment with respect to any Class of Additional Loans may provide for (A) (x) additional or more restrictive covenants that benefit only the Lenders of such Class that apply only after the Latest Maturity Date (before giving effect to the Additional Loans of such Class) or (y) additional or more restrictive covenants that benefit all Lenders or (B) (x) prepayment premium as set forth in Section 2.11(h) for a period ending concurrently with the period applicable to the Initial Loans or (y) prepayment premium that benefits all Lenders equally; and (xi) any Additional Loans and Additional Commitments shall be pursuant to documentation applicable to the Outstanding Loans and on terms to be determined; provided that, to the extent such terms are not consistent with the Outstanding Loans (except to the extent permitted by clause (v), (vi), (vii), (ix) or (x) above), they shall be reasonably satisfactory to the Administrative Agent. (b) Each such notice shall specify (x) the date (each, an “Additional Commitments Effective Date”) on which the Borrower proposes that the Additional Commitments shall be effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the proposed Additional Lenders (each of which shall be an Eligible Assignee (for this purpose treating a Lender of Additional Commitments as if it were an assignee)) whom the Borrower proposes would provide the Additional Commitments and the portion of the Additional Loans Commitment to be made thereunderprovided by each such Person. As a condition precedent to the effectiveness of any Additional Commitments, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating the Borrower shall deliver to such the Administrative Agent a certificate dated as of the Additional Commitments and Effective Date signed by a Responsible Officer of the Borrower certifying that the conditions in Section 4.02 are satisfied. (c) On each Additional LoansCommitments Effective Date with respect to any Additional Commitment, shall be set forth in each Person with an Additional Commitment Addendum entered into shall make an Additional Loan to the Borrower in a principal amount equal to such Person’s Additional Commitment. (d) The Additional Commitments shall be documented by an Additional Credit Extension Amendment executed by the BorrowerPersons providing the Additional Commitments (and the other Persons specified in the definition of “Additional Credit Extension Amendment” but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect Borrower, to effect the provisions of the Loan Documents as they apply this Section 2.22. (e) This Section 2.22 shall supersede any provisions in Section 2.18 or Section 9.02 to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebycontrary.

Additional Commitments. So long as (a) In the event that the Borrower wishes to increase the Commitments at any time when no Default or Event of Default has occurred and is continuingcontinuing or would exist after giving effect thereto, it shall notify the Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase, the Banks and other Persons agreeing to participate therein and the proposed effective date thereof (such notice, a “Commitment Increase Notice”). The Borrower may request that may, with the consent of the Agent and any Issuing Banks (which consents shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish an Additional Proposed Increase Amount pursuant to paragraph (b) below. (b) Any Bank which agrees with the Borrower to increase its Commitment pursuant to which such Lender this Section 2.13 shall make Additional Loans in connection execute a Commitment Increase Supplement with the acquisition Borrower and the Agent, substantially in the form of Exhibit C, whereupon such Bank shall be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 shall be deemed to be amended to so increase the Commitment of such Bank. (c) Any additional bank, financial institution or other entity which agrees with the Borrower to participate in the increased Commitments pursuant to this Section 2.13 shall execute an Additional Bank Supplement with the Borrower and the Agent, substantially in the form of Exhibit D, whereupon such bank, financial institution or other entity (an “Additional Equipment. The aggregate amount Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Bank as so agreed; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Bank shall be in an integral multiple of amount not less than $10,000,000. Each Lender’s determination 5,000,000. (d) Notwithstanding anything to establish or not establish an Additional Commitmentthe contrary in this Section 2.13, and (i) in no event shall the aggregate amount of increases in Commitments pursuant to this Section 2.13 exceed $250,000,000 and (ii) no Bank shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, It shall be a condition to the effectiveness of any increase in the Commitments pursuant to this Section 2.13 that on the proposed effective date therefor that the conditions set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent Sections 5.01(b) and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral c) are then satisfied (and other payments made by the Borrower shall be shared pro rata deemed to have made a representation and warranty as of such date to such effect). (e) Upon any increase in the Commitments pursuant to this Section 2.13 becoming effective, the shares of the Banks (including any Additional Banks) in any outstanding Letters of Credit shall be adjusted to be in proportion to their new Bank Percentages. The Agent shall also be entitled, upon any such effectiveness, to establish arrangements, which may be inconsistent in certain respects with other provisions of the Agreement but which it believes to be reasonable in the circumstances (with the Additional Loans intention of minimizing expense to the extent provided Borrower under Section 2.17 and disruptions for the Banks), to provide for the Additional Banks and the Banks with increasing Commitments to make Standby Loans over a reasonable period on a basis that makes their participation in the outstanding Standby Borrowings proportional to their new Bank Percentages and during such Addendum) without period for the consent of the Lenders affected therebyBanks to receive ratable treatment with respect to their outstanding Standby Loans.

Additional Commitments. So long as The Co-Borrowers may from time to time after the Effective Date, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (i) no Default has or Event of Default shall have occurred and is continuingbe continuing or would occur after giving effect to such additional Commitments, (ii) the loans under such additional Commitments shall rank pari passu with the Revolving Loans to be made pursuant to Section 2.1A(i), (iii) the representations and warranties in Section 5 shall be true and correct in all material respects prior to and after giving effect to such additional Commitments, (iv) the maturity date of any additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the Borrower may request that one or more maturity date of the Lenders establish an Additional Commitment pursuant existing Commitments (or any Other Credit Extensions constituting Commitments), (v) the terms (other than with respect to which such Lender shall make Additional Loans in connection with the acquisition by pricing or contribution to the Borrower maturity) of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional any additional Commitments and the Additional Revolving Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional the extent not consistent with the Commitments and Additional Loansthe Revolving Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (vi) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1 A(iii) exceeds by more than 50 basis points the Revolving Loan Yield at such time (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1 A(iii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), then the “LIBOR floor” and/or the Applicable Margin applicable to the Revolving Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Revolving Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Revolving Loans at such time, a 50 CREDIT AGREEMENT “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Revolving Loans. Nothing contained in this Section 2.1 A(iii) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Revolving Loans and/or participations incurred in connection with Letters of Credit and Swing Line Loans so as to cause the amount of such Revolving Loans and/or participations in connection with Letters of Credit and Swing Line Loans held by each Revolving Loan Lender to conform to the respective percentages of the applicable Commitments of the Revolving Loan Lenders as so adjusted and (b) the Co-Borrowers shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1 A(iii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in an a separate assumption agreement among Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, the Borrowers, the Qualified Additional Commitment Addendum entered into by Lenders providing such additional Revolving Commitments and the BorrowerAdministrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrowers incur new Commitments under this Section 2.1A(iii), regardless of whether such Commitments are Other Credit Extensions, the Borrowers shall, after such time, (x) incur and repay Revolving Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrowers may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loansis expressly permitted, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of any Lender, to amend the Lenders affected therebyLoan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1 A(iii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans, Canadian Prime Rate Loans, CDOR Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1 A(iii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit and Swing Line Loans between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. So long as (1) Provided there exists no Event of Default has occurred and is continuingor Potential Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request that one or more of in a writing delivered at any time during the Initial Period additional Commitments from the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipmentnot less than $10,000,000. The aggregate amount of such Additional Effective Aggregate Commitments under this Agreement shall not exceed 75% $250,000,000, and no more than one such request may be made. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). (2) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Percentage Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. (3) The Administrative Agent shall notify the Borrower and each Lender of the Fair Market Value Lenders' responses to each request made hereunder. To achieve the full amount of such Additional Equipment a requested increase and shall be in an integral multiple subject to the approval of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, the Administrative Agent and the amount of Swing Line Lender (which approval shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its Additional Commitment, shall be counsel. (4) If the Aggregate Commitments are increased in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borroweraccordance with this Paragraph 2(o), the Administrative Agent and the Borrower shall determine the effective date (the "Increase Effective Date") and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders establishing of the final allocation of such Additional Commitments. An Additional Commitment Addendum shall not amend increase and the Increase Effective Date. (5) As conditions precedent to or modify concurrent with such increase, the Borrower shall: (i) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances, Mortgage Policies, endorsements to Mortgage Policies and other instruments as the Administrative Agent, the Swing Line Lender or any Lender through the Administrative Agent may reasonably require from time to time in any respect order to (A) carry out more effectively the provisions purposes of the Loan Documents as they apply Documents, (B) to the Tranche A Loansfullest extent permitted by applicable law, the Tranche B Loans subject any Loan Party or any Additional Loans made pursuant of its Subsidiaries' properties, assets, rights or interests to a previous Additional Commitment Addendum the Liens now or otherwise affect hereafter required to be covered by any of the application or Collateral Documents, (C) perfect and maintain the validity, effectiveness and priority of payments from any of the Borrower Collateral Documents and any of the Liens required to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and conform more effectively unto the Secured Parties the rights granted or proceeds of collateral with respect now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party; and (ii) deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by an Authorized Officer of each such Person (i) certifying and attaching the resolutions adopted by such Person approving or consenting to such increase and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Paragraph 6 and the other than to provide that proceeds Loan Documents are true and correct on and as of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans Increase Effective Date, except to the extent provided that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such Addendumearlier date, and except that for purposes of this Paragraph 2(o), the representations and warranties contained in Paragraph 6 shall be deemed to refer to the most recent statements furnished pursuant to Paragraph 7(a), and (B) without no Event of Default or Potential Default exists; and (iii) make arrangements to insure the consent prepayments of any Loans outstanding on the Lenders affected therebyIncrease Effective Date (and pay any additional amounts required pursuant to Paragraph 2(g)) to the extent necessary to keep the outstanding Loans ratable with any revised Percentage Shares arising from any nonratable increase in the Commitments under this Paragraph 2(o).

Additional Commitments. So long as no Default has occurred At any time and is continuingfrom time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, the Borrower Parent and Corp. may request that one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lender) or assume a Commitment (in the Lenders establish an Additional case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to which any such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and request shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the aggregate amount of at least $16,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $175,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its Additional Commitmentexisting, or assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such Lender's Commitment to be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in its sole and absolute discretionconformity with the requirements of Section 1.06. The terms of such Additional Commitments and Notwithstanding anything to the Additional Loans contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to be made thereunderthis Section 1.16, including funding provisionseach Borrower shall, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of certain Lenders establishing and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Additional CommitmentsLenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). An Additional Commitment Addendum shall not amend or modify in It is hereby agreed that any respect the provisions breakage costs of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made type described in Section 1.12 incurred by the Borrower Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be shared pro rata with for the Additional Loans to the extent provided in such Addendum) without the consent account of the Lenders affected therebyrespective Borrowers.

Additional Commitments. So long as no Default has occurred and is continuingAt any time prior to the Maturity Date, the Borrower may shall have the right, exercisable no more than four (4) times, to request that one or more the Administrative Agent obtain additional Term Loan Commitments and/or Revolving Credit Commitments in excess of the Lenders establish an Lenders’ then outstanding Term Loan Commitments and/or Revolving Credit Commitments in a minimum increment of at least Twenty-Five Million Dollars ($25,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the requested amount being, the “Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Amount”), subject to the Borrower of Additional Equipment. following: a. The aggregate amount of such Additional the Lenders’ Commitments shall not exceed 75% Five Hundred Million Dollars ($500,000,000). b. Any such request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent prior to the Maturity Date, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the Fair Market Value Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Equipment Commitment Notice and shall be in an integral multiple of $10,000,000. Each each Lender’s determination pro rata share of the proposed Additional Commitment Amount. If any Lender does not accept in writing within ten (10) Business Days the offer to establish or not establish an Additional increase its respective Commitment, and the amount of its Additional Commitment, shall be which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not accept in writing its pro rata share of the Additional Commitment Amount within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The terms Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the Accepting Lenders in accordance with Section 2.09(f) if so requested by them, (iii) the Accepting Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Loans and LC Exposure matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower certifying that the representations and warranties of the Borrower Parties set forth herein (as updated from time to time in accordance with this Agreement) and in the other Loan Documents are true and correct in all material respects on and as of the date of the increase (except if any such representation or warranty is expressly stated to have been made as of a specific date, as of such Additional specific date), (v) the Borrower Parties, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans as shall be reasonably acceptable to the Borrower, the Accepting Lenders, the Administrative Agent and the Issuing Lender, (vi) the Borrower paying the Administrative Agent for the account of each Accepting Lender such upfront fees as shall be agreed to by the Borrower, (vii) the Borrower paying the Arranger such fees, if any, as shall be agreed to by the Borrower and the Arranger prior to the Administrative Agent commencing its efforts under this paragraph (b), (viii) the Borrower paying all of the Administrative Agent’s reasonable and documented, out-of-pocket, expenses in connection with the foregoing and (ix) if Borrower submits the Additional Loans Commitment Notice to Administrative Agent after the date that is six (6) months prior to the Maturity Date, then the Additional Commitment Amount may only be effected to the extent the Maturity Date can simultaneously be extended in accordance with, and pursuant to the provisions of, Section 2.08(e) hereof. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. c. Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount, the Borrower may designate one or more proposed lenders to the Administrative Agent and the Issuing Lender to become Lenders under this Agreement with respect to such balance of the Additional Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless the Administrative Agent consents thereto which consent shall not be unreasonably withheld, conditioned or delayed), subject in each case to the prior approval of the Administrative Agent and the Issuing Lender, which approvals shall not be unreasonably withheld, conditioned or delayed so long as such proposed lenders are not Ineligible Institutions. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default being in existence at the time of increase, (ii) the Borrower issuing substitute Notes to the new Lenders in accordance with Section 2.09(f), (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be made thereundernecessary so that each new Lender’s pro rata share of outstanding Loans and LC Exposure matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, including funding provisions(iv) the Borrower Parties, conditions precedentthe new Lenders and the Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments, amortizationLoans and, interestfor purposes of this Section 9.14, feesparticipations in LC Exposure, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, as shall be set forth in an Additional Commitment Addendum entered into by reasonably acceptable to the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect Issuing Lender, and (v) the provisions Borrower paying all of the Administrative Agent’s reasonable, and documented, out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such new Lenders in accordance with the immediately preceding sentence. d. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into Modifications of this Agreement and the other Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without necessary to reflect the consent adjustment of the Commitments, Loans and, for purposes of this Section 9.14, participations in LC Exposure, the addition of new Lenders affected therebyand the other matters contemplated by this Section 9.14.

Additional Commitments. So (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Final Maturity Date to request (so long as no Default has occurred and or Event of Default is continuing, the Borrower may request then in existence or would result therefrom) on one or more occasions that one or more of the existing Lenders establish provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company unless it agrees in its sole discretion to do so, (ii) until such time, if any, as (x) such existing Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.17(b) and (y) such other conditions set forth in Section 1.17(b) shall have been satisfied, such existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of Credit, in excess of the amounts provided for herein, immediately before giving effect to such Additional Commitments provided by such existing Lender pursuant to which such this Section 1.17, (iii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iv) the aggregate amount of Additional Commitments provided pursuant to this Section 1.17 shall not exceed $250,000,000, with up to the full amount of the Commitment available to be used for Letters of Credit and up to half of the Commitment available to be used for Loans, (v) all up-front fees payable to any Additional Commitment Lender shall make be as set forth in the relevant Additional Loans Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Company of the then existing Lenders to provide Additional Commitments pursuant to this Section 1.17 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the request provided by the Company to the Administrative Agent as provided above), then the Company may request Additional Commitments from Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender in an aggregate amount equal to such deficiency on terms which are no more favorable in any respect than the terms offered to the existing Lenders, (vii) all Additional Commitments provided on a given date pursuant to this Section 1.17 shall have the same terms and conditions as all then existing Commitments and shall be added to such existing Commitments in accordance with clause (b) of this Section 1.17 below and (viii) all actions taken by the Company pursuant to this Section 1.17 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.17, (i) the Company, each Designated Subsidiary Borrower, the Administrative Agent and each existing Lender which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit L, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection with therewith and the acquisition by or contribution satisfaction of the other conditions set forth in this Section 1.17 to the reasonable satisfaction of the Administrative Agent), (ii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purpose or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall provide to the Company the appropriate Internal Revenue Service documentation described in Section 4.04(b), (iii) the Company and each Designated Subsidiary Borrower shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be incurred pursuant to each Additional EquipmentCommitment, together with evidence of good standing of the Company and each Designated Subsidiary Borrower and (iv) the Company and each Designated Subsidiary Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 5.01(e) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all purposes of, this Agreement and each other Credit Document shall be increased by the aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of and (y) on each such Additional Equipment and date, Annex I shall be deemed modified to reflect the revised Commitments of each affected Lender. Notwithstanding anything to the contrary contained in an integral multiple of $10,000,000. Each Lender’s determination this Agreement, in connection with any increase in the Total Commitment pursuant to establish or not establish an Additional Commitmentthis Section 1.17, and the amount of its Additional CommitmentCompany shall, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, coordination with the Administrative Agent and the Lenders establishing repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). (c) It is hereby agreed and acknowledged that any Several Letters of Credit in existence on an Additional Commitment Date (the “Specified Several Letters of Credit”) shall be deemed issued under this Agreement as a “Specified Several Letter of Credit” on such Additional CommitmentsCommitment Date. An As soon as possible following each Additional Commitment Addendum Date, each Specified Several Letter of Credit shall be amended to replace each Lender party hereto immediately prior to such Additional Commitment Date (each such Lender, a “Pre-existing Lender”) with each Lender party to this Agreement as of such Additional Commitment Date in accordance with each such Lender’s modified Percentage. Until a Specified Several Letter of Credit has been amended in accordance with this Section 1.17 each Pre-existing Lender shall be deemed to have sold and transferred to each Lender, and each such Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Pre-existing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Percentage, in such Specified Several Letter of Credit, each substitute Specified Several Letter of Credit, each drawing made thereunder, the obligations of any Borrower under this Agreement with respect thereto and any security therefore or guaranty pertaining thereto. Upon any change in the Commitments of the Lenders pursuant to Section 1.14 or 12.04(b), it is hereby agreed that, with respect to all outstanding Specified Several Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 1.17 to reflect the new Percentages of the assigning and assignee Lender. (d) In determining whether to pay under any Specified Several Letter of Credit, no Pre-existing Lender shall have any obligation relative to the Lenders other than to determine that any documents required to be delivered under such Specified Several Letter of Credit have been delivered and that they appear to substantially comply on their face with the requirements of such Specified Several Letter of Credit, which obligation, it is understood, is being performed by the Issuing Agent, and upon whom each Pre-existing Lenders shall be entitled to rely. Any action taken or omitted to be taken by any Pre-existing Lender under or in connection with any Specified Several Letter of Credit issued by it shall not amend create for such Pre-existing Lender any resulting liability to any Borrower, any Lender or modify any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) In the event that any Pre-existing Lender makes any payment under any Specified Several Letter of Credit issued by it and the respective Borrower shall not have reimbursed such amount in full to each Pre-existing Lender pursuant to Section 2.05, such Pre-existing Lender shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender of such failure, and each such Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Pre-existing Lender, the amount of such Lender’s Percentage of such payment in Dollars and in same day funds. If the Administrative Agent so notifies any Lender required to fund a payment under a Specified Several Letter of Credit prior to 11:00 A.M. (New York time) on any Business Day, such Lender shall make available to the Administrative Agent at the Payment Office for the account of the respective Pre-existing Lender such Lender’s Percentage of the amount of such payment on such Business Day in same day funds (and, to the extent such notice is given after 11:00 A.M. (New York time) on any Business Day, such Lender shall make such payment on the immediately following Business Day). If and to the extent such Lender shall not have so made its Percentage of the amount of such payment available to the Administrative Agent for the account of the respective Pre-existing Lender, such Lender agrees to pay to the Administrative Agent for the account of such Pre-existing Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Pre-existing Lender at the overnight Federal Funds Rate for the first three days and at the interest rate applicable to Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any Lender to make available to the Administrative Agent for the account of the respective Pre-existing Lender its Percentage of any payment under any Specified Several Letter of Credit issued by it shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Pre-existing Lender its Percentage of any payment under any such Several Letter of Credit on the date required, as specified above, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent for the account of such Pre-existing Lender such other Lender’s Percentage of any such payment. (f) Whenever any Pre-existing Lender receives a payment of a reimbursement obligation as to which the Administrative Agent has received for the account of such Pre-existing Lender any payments from the Lenders pursuant to clause (e) above, such Pre-existing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has paid its Percentage thereof same day funds, an amount equal to such Lender’s Percentage of the principal amount thereof and interest thereon accruing after the purchase of the respective participations. (g) The obligations of the Lenders to make payments to the Administrative Agent for the account of the respective Pre-existing Lender with respect to Specified Several Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right which the Company or any of its Subsidiaries may have at any time against a beneficiary named in a Specified Several Letter of Credit, any transferee of any Specified Several Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Pre-existing Lender, or other Person, whether in connection with this Agreement, any Specified Several Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Company or any of its Subsidiaries and the beneficiary named in any such Specified Several Letter of Credit); (iii) any draft, certificate or other document presented under the Specified Several Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the provisions surrender or impairment of any security for the performance or observance of any of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or terms of any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyCredit Documents; or (v) the occurrence of any Default or Event of Default.

Additional Commitments. So (a) The Company shall have the right, at any time and from time to time, after the Restatement Effective Date and prior to the Commitment Expiration Date to request (so long as no Default has occurred and or Event of Default is continuing, the Borrower may request then in existence or would result therefrom) on one or more occasions that one or more of the existing Lenders establish (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (vi) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment pursuant to which as a result of any request by the Company, (ii) until such time, if any, as (x) such existing Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be has agreed in its sole discretion to provide an Additional Commitment and absolute discretion. The terms executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 2.18(b) and (y) such other conditions set forth in Section 2.18(b) shall have been satisfied, such existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of such Additional Commitments and Credit, in excess of the Additional Loans to be made thereunderamounts provided for herein, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating immediately before giving effect to such Additional Commitments and provided by such existing Lender pursuant to this Section 2.18, (iii) any existing Lender may provide an Additional LoansCommitment without the consent of any other Lender, (iv) (A) each provision of Additional Commitments on a given date pursuant to this Section 2.18 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (vi) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 and (B) the aggregate amount of Additional Commitments provided pursuant to this Section 2.18 shall not exceed $75,000,000, (v) all up-front fees payable to any Additional Commitment Lender shall be as set forth in an the relevant Additional Commitment Addendum entered into Agreement, (vi) if, on or after the tenth Business Day following the request by the Company of the then existing Lenders to provide Additional Commitments pursuant to this Section 2.18 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the request provided by the Company to the Administrative Agent as provided above), then the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender in an aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Person in any respect than the terms offered to the existing Lenders, (vii) all Additional Commitments provided on a given date pursuant to this Section 2.18 shall have the same terms and conditions as all then existing Commitments and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.18 below and (viii) all actions taken by the Borrower pursuant to this Section 2.18 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 2.18, (i) the Company, each Designated Subsidiary Borrower, the Administrative Agent and each existing Lender or Eligible Person, as the Lenders establishing case may be, which agrees to provide an Additional Commitment (each, an "Additional Commitment Lender") shall execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit J, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitments. An Commitment Lender's Additional Commitment Addendum shall not amend or modify to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in any respect connection therewith and the provisions satisfaction of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided conditions set forth in such Addendum) without the consent of the Lenders affected thereby.this

Additional Commitments. So long (a) Schedule 1 hereto sets forth the Additional Commitment of each Additional Lender as no Default has occurred and is continuing, the Borrower may request that one or more of the Lenders establish an Assumption Effective Date. The Additional Commitment pursuant to which such of each Additional Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. be several and not joint. (b) The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans and other extensions of credit made thereunder shall have the same terms as those applicable to be the Commitments in effect immediately prior to the Assumption Effective Date and the Loans and other extensions of credit made thereunder, including funding provisionsrespectively. With effect from the Assumption Effective Date, conditions precedentthe Additional Lenders shall constitute “Qualified Additional Lenders” and “Lenders”, amortizationthe Additional Commitments shall constitute “Commitments” and the loans made thereunder shall constitute “Loans” (and not Other Credit Extensions), interestin each case for all purposes of the Credit Agreement and the other Loan Documents. (i) Upon the effectiveness of the Additional Commitments, fees, prepayment requirements and other matters relating each Lender immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Additional Commitments Lender, and each such Additional LoansLender will automatically and without further act be deemed to have assumed, a portion of such Xxxxxx’s participations under the Credit Agreement in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations under the Credit Agreement in Letters of Credit held by each Lender (including each such Additional Lender) will equal such Lender’s Pro Rata Share and (ii) if, on the Assumption Effective Date, there are any Loans outstanding, such Loans shall, upon the effectiveness of the Additional Commitments, be prepaid from the proceeds of new Loans made under the Credit Agreement, which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.4 of the Credit Agreement. (d) The Borrower hereby agrees to pay to each Additional Lender, through the Administrative Agent, in immediately available funds, an upfront fee (the “Upfront Fee”) equal to 0.375% of each Additional Lender’s Additional Commitment, as set forth in an Additional Commitment Addendum entered into by Schedule 1 hereto, on the BorrowerAssumption Effective Date. Once paid, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum Upfront Fee shall not amend or modify in be refundable under any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebycircumstances.

Additional Commitments. So long as Provided there exists no Default has occurred and is continuingor Event of Default, the Borrower may request that from time to time request: (i) any one or more existing Lenders to increase their respective Commitments, or (ii) other financial institutions first approved by Agent, in its reasonable discretion, to agree to a Commitment (each such existing Lender who has agreed to increase its Commitment or such other financial institution who has agreed to provide a new Commitment, an “Acceding Lender”), so that the total Commitments and the Maximum Revolver Amount may be increased by up to no more than One Hundred Twenty-Five Million Dollars ($125,000,000) in the aggregate (for a maximum of total Commitments of Two Hundred Million Dollars ($200,000,000)). Each such increase and new Commitment shall be subject to the prior satisfaction of the Lenders establish an Additional following conditions, as determined by Agent: (i) Borrower shall have requested the increased or new Commitment pursuant in writing to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Agent not less than thirty (30) days prior to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% effective date of the Fair Market Value proposed new or increased Commitment; (ii) the Agent and Borrower shall have agreed upon an arrangement fee in respect of any such Additional Equipment proposed new or increased Commitment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitmenthave entered into a fee letter evidencing the same (which fee letter, upon its execution and the amount of its Additional Commitmentdeliver by each party thereto, shall be in deemed a “Loan Document” for all purposes); (iii) the applicable Acceding Lender shall have underwritten and approved by its credit committees the proposed new or increased Commitment; (iv) there shall exist no Default or Event of Default both at the time of the request for the increased or new Commitment and at the time at which the increased or new Commitment becomes effective; (v) Agent and the Required Lenders shall have provided their prior written consent to such increase or new Commitment, which consent shall be a matter of their sole and absolute discretion. The terms ; (vi) Borrower shall deliver to Agent all documents (including, without limitation, new Notes and Loan Document modifications as Agent may reasonably request), legal opinions, certificates and instruments as Agent may require in its reasonable discretion in connection with such increase in the Commitments or new Commitment and shall pay all fees owing hereunder or under any fee letter in connection with such increased or new Commitment; (vii) as of the date of such Additional Commitments increased or new Commitment, the representations and warranties contained in the Additional Loans Loan Documents shall be true and correct in all material respects as of such date with the same force and effect as if made on and as of such date (other than (A) those representations and warranties which are qualified by materiality, in which case, such representations and warranties shall be true and correct in all respects on and as of such date, and (B) in each case, to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects, or true and correct in all respects, as the case may be, on and as of such earlier date); (viii) both before and after giving effect to any such increased or new Commitments, the Borrower (or HTGC, if applicable) shall be made thereunderin pro forma compliance with each covenant set forth in Sections 7.16 and 7.17; and (ix) each Acceding Lender shall have delivered to Agent (A) a duly executed Accession Agreement, whereby upon effectiveness thereof such Lender agrees to make Advances pursuant to the terms hereof, and (B) such other documents, instruments and agreements as Agent may require, including funding provisionsa completed and executed administrative details reply, conditions precedentadministrative questionnaire or similar document in form satisfactory to Agent. A new Acceding Lender shall become party to this Agreement by entering into an Accession Agreement. Upon the due execution and delivery of each Accession Agreement and satisfaction of the foregoing conditions, amortizationthe Maximum Revolver Amount shall thereupon be increased by the amount of such Acceding Lender’s Commitment; provided, interest, fees, prepayment requirements and other matters relating that Agent (in its capacity as such) shall have given its prior written consent to such Additional Commitments accession. No Lender is obligated to increase its Commitment under any circumstances whatsoever, and Additional Loansno Lender’s Commitment may be increased except by its execution and delivery of an Accession Agreement or another amendment to this Agreement executed and delivered by such Lender. On the effective date specified in any duly executed and delivered Accession Agreement: (1) the Acceding Lender, to the extent not already a Lender, shall be set forth a “Lender” hereunder and a party hereto, entitled to the rights and benefits, and subject to the duties, of a Lender under the Loan Documents, and (2) Schedule C-1 hereto shall be deemed to be amended to reflect (a) the name, address, Commitment and Pro Rata Share of such Acceding Lender, (b) the Maximum Revolver Amount as increased by such Acceding Lender’s Commitment, and (c) the changes to the other Lenders’ respective Pro Rata Shares and any changes to the other Lenders’ respective Commitments (in an Additional Commitment Addendum entered into by the Borrowerevent such Lender is also the Acceding Lender) resulting from such assumption and such increased Maximum Revolver Amount. On the effective date of any such increased or New Commitment, each (I) Lender’s Pro Rata Share shall be recalculated to reflect the Administrative new proportionate share of the revised total Commitments and increased Maximum Revolver Amount, (II) and each relevant Acceding Lender shall make available to the Agent such amounts in immediately available funds as the Agent determines, for the benefit of the other Lenders, as being required to cause, after giving effect to such increase and paying such amounts to such other Lenders, each Lender’s portion of the outstanding Advances of all the Lenders establishing to equal its Pro Rata Share of such Additional Commitmentsoutstanding Advances. An Additional Commitment Addendum shall not amend or modify in Upon request of any respect the provisions of the Loan Documents as they apply to the Tranche A LoansAcceding Lender, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with issue a Revolving Loan Note to evidence the Additional Loans to the extent provided in Principal Amount of such Addendum) without the consent of the Lenders affected therebyLender’s Commitment.

Additional Commitments. So long as no Default has occurred The Borrower shall have the right from time to time to cause the Administrative Agent to increase the total Commitments by up to $100,000,000, subject to satisfaction of the following terms and is continuing, conditions: (a) Any request for increase in the total Commitments shall be by the Borrower may request that one or more giving written notice (the “Additional Commitment Notice”) to the Administrative Agent at least ten (10) Business Days prior to the date upon which the Borrower shall desire such increase to become effective, and shall set forth (1) the requested amount of the Lenders establish an additional commitment (the “Additional Commitment pursuant to Amount”), which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and Commitment Amount shall be in the minimum amount of $5,000,000 and an integral multiple of $10,000,000. Each 5,000,000 in excess thereof and (2) such details with respect thereto as are reasonably requested by the Administrative Agent. (b) The aggregate amount of the Lenders’ Commitments after giving effect to the Additional Commitment Amount shall not exceed $200,000,000. (c) Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s determination pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to establish increase its respective Commitment or not establish an Additional Commitmentaccepts only a portion thereof, and the amount of its Additional Commitment, shall be which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this clause (c) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The terms Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default and no Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the Lenders whose Commitments have changed (if requested by such Lender(s)), (iii) the Accepting Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Loans matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Loan Parties, the Accepting Lenders and the Administrative Agent (on behalf of the Lenders) executing such other documents evidencing such adjustments in the Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, as shall be set forth reasonably acceptable to the Loan Parties, the Accepting Lenders and the Administrative Agent, (v) the Borrower paying the Administrative Agent for the account of each Accepting Lender such upfront fees as shall be agreed to by the Borrower and the Administrative Agent prior to the Administrative Agent commencing its efforts under this paragraph (c), and (vi) the Borrower paying all of the Administrative Agent’s reasonable and documented out-of-pocket expenses in an connection with the foregoing. (d) In the event that the Additional Commitment Addendum entered into Amount is not achieved pursuant to paragraph (c) above, Administrative Agent shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange for additional lenders with Commitments aggregating up to the Additional Commitment Amount. Administrative Agent shall submit a list of additional proposed syndicate members to the Borrower for its review and approval. If any such proposed lenders are so approved by the Borrower, the Administrative Agent and the such lenders shall become additional Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify under this Agreement in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral accordance with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default and no Event of Default being in existence at such time, (ii) the Borrower issuing Notes to the new Lenders (if so requested by such new Lender(s)), (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower paying to the Lenders affected therebythe amounts payable, if any, to such Lenders pursuant to Section 2.16 as a result of the prepayment of any such Loans, (v) the Loan Parties, the new Lenders and the Administrative Agent (on behalf of the Lenders) executing such other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Loans as shall be reasonably acceptable to the Borrower and the Administrative Agent, (vi) the Borrower paying the Administrative Agent for the account of each new Lender such upfront fees as shall be agreed to by the Borrower prior to Administrative Agent commencing its efforts under this paragraph (d), and (vii) the Borrower paying all of the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing. (e) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Borrower and the Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments and the Loans contemplated by this Section.

Additional Commitments. vii) So long as no Default has occurred the Additional Dollar Facility Revolving Loan Commitment Requirements are satisfied at the time of the delivery of the written notice referred to below, BFPH shall have the right at any time and is continuingfrom time to time and upon at least 15 days prior written notice to the Administrative Agent, the Borrower may to request on one or more occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Dollar Facility Revolving Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement and consistent with the amount of the Lenders establish Additional Dollar Facility Revolving Loan Commitments so provided, make Dollar Facility Revolving Loans pursuant to Sections 1.01(c)(i) and 1.01(e)(i), it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Dollar Facility Revolving Loan Commitment pursuant as a result of any request by BFPH, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to which provide an Additional Dollar Facility Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Dollar Facility Revolving Loan Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Lender shall make not be obligated to fund any Dollar Facility Revolving Loans, or participate in any Dollar Facility Letters of Credit, in excess of the amounts provided for in Section 1.01(c)(i), 1.01(e)(i) and/or 2.03, as the case may be, before giving effect to such Additional Loans Dollar Facility Revolving Loan Commitments provided pursuant to this Section 1.16, (iii) any Lender (or, in connection with the acquisition circumstances contemplated by or contribution to clause (vii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Dollar Facility Revolving Loan Commitment without the Borrower consent of any other Lender (other than, in the circumstances contemplated by clause (viii) below, the Administrative Agent, Chase and each Issuing Lender), (iv) each provision of Additional Equipment. The Dollar Facility Revolving Loan Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Lenders)) of at least $25,000,000, (v) the aggregate amount of such all Additional Dollar Facility Revolving Loan Commitments permitted to be provided pursuant to this Section 1.16 shall not exceed 75% $50,000,000, (vi) the fees payable to any Lender providing an Additional Dollar Facility Revolving Loan Commitment shall be as set forth in the relevant Additional Dollar Facility Revolving Loan Commitment Agreement, (vii) if, after BFPH has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Dollar Facility Revolving Loan Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, BFPH has not received Additional Dollar Facility Revolving Loan Commitments in an aggregate amount equal to that amount of the Fair Market Value of Additional Dollar Facility Revolving Loan Commitments which BFPH desires to obtain pursuant to such request (as set forth in the notice provided by BFPH to the Administrative Agent as provided above), then BFPH may request Additional Dollar Facility Revolving Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Transferee in any respect than the terms offered to the Lenders, PROVIDED that any such Additional Equipment and Dollar Facility Revolving Loan Commitments provided by any such Eligible Transferee which is not already a Lender shall be in an integral multiple a minimum amount (for such Eligible Transferee) of at least $10,000,000. Each 5,000,000, (viii) no Person (including any existing Lender and any Eligible Transferee which was not already a Lender’s determination to establish or not establish ) may provide an Additional Commitment, and the amount Dollar Facility Revolving Loan Commitment unless approved each of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent Agent, Chase and the Lenders establishing each Issuing Lender, provided that such Additional Commitments. An Additional Commitment Addendum approval shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral be required with respect to any Additional Dollar Facility Revolving Loan Commitment assumed by an existing Non-Defaulting Lender which already has a Revolving Loan Commitment (other than before giving effect to provide that proceeds of collateral its Additional Dollar Facility Revolving Loan Commitment assumed pursuant to this Section 1.16) and other payments made (ix) all actions taken by the Borrower BFPH pursuant to this Section 1.16(a) shall be shared pro rata done in coordination with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyAdministrative Agent.

Additional Commitments. So long The Borrower shall have the right at any time and from time to time on or after the Second Amendment Effective Date, to agree with any Lender upon an increase in the Commitment of such Lender or to add as no Default has occurred a “Lender” with a new Commitment another financial institution or other entity (each such Lender or other financial institution or entity, an “Additional Commitment Lender,” and is continuingeach such Commitment, an “Additional Commitment”), provided that the aggregate amount of the Additional Commitments obtained on or after the Second Amendment Effective Date shall not exceed $250,000,000 and the aggregate amount of the Extended Commitments (including any Additional Commitments) shall not at any time exceed $1,000,000,000. Each Additional Commitment shall be an Extended Commitment of the Additional Commitment Lender in the full amount thereof, as such amount may be (a) reduced from time to time pursuant to Section 2.07 and (b) as to any Additional Lender or assignee thereof, reduced or increased from time to time pursuant to assignments by or to it pursuant to Section 9.04. Upon any Additional Commitment becoming effective, the Borrower may request that one or more shall borrow such Revolving Loans thereunder and make such prepayments of the Lenders establish an other Revolving Loans as may be required in order to make the outstanding Revolving Loans under such Additional Commitment pursuant ratable with the Revolving Loans outstanding under the other Commitments, all in a manner as reasonably determined by the Administrative Agent in consultation with the Borrower and the relevant Additional Commitment Lender, it being understood that such determinations may modify and supersede other provisions hereof as to which such requirements for notice, minimum amounts, Interest Periods and other similar items, but any required prepayments shall in any event be subject to Section 2.15. The terms applicable to any Additional Commitment and the Revolving Loans hereunder shall be the same terms as are applicable to the Extended Commitments and the Extended Revolving Loans. Each Additional Commitment Lender shall make Additional Loans in connection with the acquisition by or contribution enter into documentation reasonably satisfactory to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of Administrative Agent to evidence and provide for its Additional Commitment, . Any Additional Commitment Lender which is not a Lender shall be in its sole and absolute discretionreasonably satisfactory to the Administrative Agent. The terms of In connection with any Additional Commitment Lender made after the Second Amendment Effective Date the Borrower may pay the relevant Additional Commitment Lender, directly or through the Administrative Agent, such fees with respect thereto as it may agree with such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyLender.

Additional Commitments. So long as no Default has occurred and is continuing(a) Notwithstanding anything to the contrary set forth herein (but subject to satisfaction (or waiver) of all conditions precedent set forth in Section 5), the Borrower may request parties hereby agree that at any time after the date hereof until the date which is three months after the Effective Date, any one or more Lenders or Additional Lenders (each, an “Additional Revolving Facility Lender”) may, by delivering to the Administrative Agent a duly executed Joinder in substantially the form attached as Exhibit B hereto, provide up to $25,000,000 (in the aggregate) in additional New Revolving Facility Commitments under the New Revolving Credit Facility. The parties hereto agree that, upon delivery of the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans Joinder in connection accordance with the acquisition by immediately preceding sentence and satisfaction (or contribution to the Borrower waiver) of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, all conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be precedent set forth in an Additional Commitment Addendum entered into by the BorrowerSection 5, including (without limitation), the Administrative Agent and proviso in Section 5(a)(v) (the Lenders establishing “Additional Lender Effective Date”), any such Additional Commitments. An Additional Revolving Facility Lender shall become a Revolving Facility Lender under the Restated Credit Agreement with a Revolving Facility Commitment Addendum shall not amend or modify (as defined in any respect the provisions of Restated Credit Agreement) in dollars and in a principal amount set forth in the Loan Documents applicable Joinder, all as they apply to provided in the Tranche A Loans, the Tranche B Loans or Restated Credit Agreement. (b) On any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan Lender Effective Date, (other than to provide that proceeds of collateral and other payments made by the Borrower i) this Restatement Agreement shall be shared pro rata with the Additional Loans deemed to be modified and supplemented to the extent provided in such Addendumnecessary to join the applicable Additional Revolving Facility Lender as a party hereto and (ii) without the consent each of the applicable Additional Revolving Facility Lenders affected therebyshall purchase from each of the other Revolving Facility Lenders, at the principal amount thereof, such interests in the Revolving Facility Loans outstanding on such Additional Lender Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Facility Loans will be held by Revolving Facility Lenders ratably in accordance with their respective Revolving Facility Commitments.

Additional Commitments. So long as no Default has occurred and is continuing, the Borrower (a) The Company may request at any time confirm that one or more of the Lenders establish or any other bank(s) (each an “Accordion Lender”) has agreed to commit Additional Commitments by delivering an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Notice to the Borrower Agent. (b) Each Additional Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each Accordion Lender named therein and it specifies: (i) the date on which the Additional Commitments are confirmed; (ii) the amount of the Additional EquipmentCommitments; and (iii) the amount of the Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (c) By countersigning the Additional Commitment Notice: (i) each Accordion Lender agrees to commit the Additional Commitments set out against its name; and (ii) each Accordion Lender which is not already a Lender, agrees to become a party to this Agreement as a Lender and to become a party to the Intercreditor Agreement as a Pari Passu Creditor (under and as defined in the Intercreditor Agreement). (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional Commitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent (and, if applicable, the Security Agent) of the Additional Commitment Notice; and (ii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Accordion Lender. The aggregate amount Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender upon being so satisfied. (f) No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall inform the Lenders of such receipt. (h) The Agent shall notify the Company and the Lenders of the increased amounts of the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with this Clause 2.3. (i) For the avoidance of doubt: (i) the Additional Commitments shall not exceed 75% have the same terms (other than as to upfront arrangement and underwriting fees and conditions precedent) as the Facility; and (ii) the upfront arrangement and underwriting fees in respect of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth out in an a separate Additional Commitment Addendum Fee Letter entered into by the Borrower, the Administrative Agent Company and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum relevant Accordion Lender(s), provided that no Accordion Lender shall not amend be offered or modify in paid any respect the provisions of the Loan Documents as they apply fees on better terms than those which have been offered to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyMandated Lead Arrangers.

Additional Commitments. So long as no Default has occurred and is continuing(i) At any time following the Effective Date (but in any event not prior to the first Borrowing of Term Loans hereunder), the Borrower may request that one or more by written notice to the Administrative Agent elect to establish a Class of revolving facility commitments for the Lenders establish an making of loans and/or the issuance of letters of credit (such commitments, the “Additional Commitment pursuant to which Revolving Facility Commitments”) and/or a Class of term loan commitments (such Lender shall make commitments, the “Additional Loans in connection Term Loan Commitments” and together with the acquisition by or contribution to Additional Revolving Facility Commitments, if any, the Borrower of “Additional Equipment. The aggregate amount of Commitments”) (it being understood that no amounts borrowed under such Additional Commitments shall be applied in direct or indirect exchange for other Indebtedness). Such notice shall specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not exceed 75% less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower shall notify the Administrative Agent in writing of the Fair Market Value identity of each lender reasonably acceptable to the Administrative Agent (each, an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) to whom the Additional Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Additional Equipment and shall be Commitments may elect or decline, in an integral multiple of $10,000,000. Each Lender’s determination its sole discretion, to establish or not establish provide an Additional Commitment. (ii) Such Additional Commitments shall become effective as of such Increased Amount Date, and in the amount case of its Additional CommitmentTerm Loan Commitments, such Additional Term Loans in respect hereof (“Additional Term Loans”) shall be in its sole and absolute discretion. The terms made on such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating Increased Amount Date before or after giving effect to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected thereby.,

Additional Commitments. (a) So long as no Default has occurred and is continuingthe Additional Loan ---------------------- Commitment Requirements are satisfied at the time of the delivery of the written notice referred to below, the Borrower may shall have the right at any time and from time to time and upon at least 30 days prior written notice to the Administrative Agent, to request on one or more occasions that one or more Banks (and/or one or more other Persons which will become Banks as provided below) provide: (I) Tranche B Term Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Tranche B Term Loan Commitment Agreement, make Tranche B Term Loans pursuant thereto, it being understood and agreed, however, that (i) no Bank shall be obligated to provide a Tranche B Term Loan Commitment as a result of any request by the Lenders establish Borrower, (ii) until such time, if any, as (x) such Bank has agreed in its sole discretion to provide a Tranche B Term Loan Commitment and executed and delivered to the Administrative Agent a Tranche B Term Loan Commitment Agreement in respect thereof as provided in Section 1.14(b) below and (y) the other conditions set forth in Section 1.14(b) shall have been satisfied, such Bank shall not be obligated to fund any Tranche B Term Loans, (iii) any Bank (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as an Additional Eligible Transferee) may so provide a Tranche B Term Loan Commitment without the consent of any other Bank, (iv) each provision of Tranche B Term Loan Commitments pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitmentthis Section 1.14 on a given date, and the amount of its Additional Commitmenteach Tranche B Term Loan Sub-Facility, shall be in its sole and absolute discretion. The terms a minimum aggregate amount (for all Banks (including, in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Banks)) of such Additional at least $20,000,000, (v) the aggregate amount of all Tranche B Term Loan Commitments permitted to be provided pursuant to this Section 1.14 and the Additional aggregate principal amount of Tranche B Term Loans permitted to be made thereunderpursuant to Section 1.01(e) shall not, including funding provisionsin either case, when added to the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 1.14, exceed $100,000,000, (vi) the up-front fees payable in respect of the Tranche B Term Loan Commitments and Tranche B Term Loans under a Tranche B Term Loan Sub-Facility shall be as set forth in the Tranche B Term Loan Commitment Agreement for such Tranche B Term Loan Sub- Facility, (vii) if, after the Borrower has requested the then existing Banks (other than Defaulting Banks) to provide Tranche B Term Loan Commitments pursuant to this Section 1.14 on the terms to be applicable to the respective Tranche B Term Loan Sub-Facility, the Borrower has not received Tranche B Term Loan Commitments in an aggregate amount equal to that amount of Tranche B Term Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided above), then the Borrower may request Tranche B Term Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Transferee in any respect than the terms offered to the Banks, provided -------- that any such Tranche B Term Loan Commitments provided by any such Eligible Transferee which is not already a Bank shall be in a minimum amount (for such Eligible Transferee) of at least $5,000,000, and (viii) all actions taken by the Borrower pursuant to this Section 1.14(a)(I) shall be done in coordination with the Administrative Agent; and/or (II) Additional Revolving Loan Commitments and, subject to the applicable terms and conditions precedentcontained in this Agreement and the relevant Additional Revolving Loan Commitment Agreement, amortizationmake Revolving Loans pursuant to Section 1.01(b), interestit being understood and agreed, feeshowever, prepayment requirements that (i) no Bank shall be obligated to provide an Additional Revolving Loan Commitment as a result of any request by the Borrower, (ii) until such time, if any, as (x) such Bank has agreed in its sole discretion to provide an Additional Revolving Loan Commitment and executed and delivered to the Administrative Agent an Additional Revolving Loan Commitment Agreement in respect thereof as provided in Section 1.14(c) and (y) such other matters relating conditions set forth in Section 1.14(c) shall have been satisfied, such Bank shall not be obligated to fund any Revolving Loans, or participate in any Letters of Credit, in excess of the amounts provided for in Section 1.01(b) or 2.03, as the case may be, before giving effect to such Additional Revolving Loan Commitments and provided pursuant to this Section 1.14, (iii) any Bank (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional LoansRevolving Loan Commitment without the consent of any other Bank, (iv) each provision of Additional Revolving Loan Commitments on a given date pursuant to this Section 1.14 shall be in a minimum aggregate amount (for all Banks (including, in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Banks)) of at least $20,000,000, (v) the aggregate amount of all Additional Revolving Loan Commitments permitted to be provided pursuant to this Section 1.14, when added to the aggregate amount of all Tranche B Term Loan Commitments permitted to be provided pursuant to this Section 1.14 or the aggregate principal amount of Tranche B Term Loans permitted to be made pursuant to Section 1.01(e), shall not, in either case, exceed $100,000,000, (vi) the fees payable to any Bank providing an relevant Additional Revolving Loan Commitment shall be as set forth in the relevant Additional Revolving Loan Commitment Agreement, (vii) if, after the Borrower has requested the then existing Banks (other than Defaulting Banks) to provide Additional Revolving Loan Commitments pursuant to this Section 1.14 on the terms to be applicable thereto, the Borrower has not received Additional Revolving Loan Commitments in an aggregate amount equal to that amount of the Additional Commitment Addendum entered into Revolving Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided above), then the Borrower may request Additional Revolving Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Transferee in any respect than the terms offered to the Banks, provided that any such Additional Revolving Loan Commitments -------- provided by any such Eligible Transferee which is not already a Bank shall be in a minimum amount (for such Eligible Transferee) of at least $5,000,000, and (viii) all actions taken by the Borrower pursuant to this Section 1.14(a)(II) shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Tranche B Term Loan Commitments pursuant to this Section 1.14, (i) the Borrower, the Administrative Agent and each such Bank or other Eligible Transferee (each, a "Tranche B Term Loan Bank") which agrees to provide a Tranche B Term Loan Commitment shall execute and deliver to the Lenders establishing Administrative Agent a Tranche B Term Loan Commitment Agreement substantially in the form of Exhibit O-1, subject to such Additional Commitments. An Additional modifications in form and substance satisfactory to the Administrative Agent as may be necessary or appropriate in the case of any Tranche B Term Loan Sub-Facility (with the effectiveness of such Tranche B Term Loan Bank's Tranche B Term Loan Commitment Addendum shall not amend or modify to occur upon delivery of such Tranche B Term Loan Commitment Agreement to the Administrative Agent, the payment of any fees required in any respect connection therewith and the provisions satisfaction of the Loan Documents as they apply other conditions in this Section 1.14(b) to the Tranche A Loanssatisfaction of the Administrative Agent), (ii) if the proceeds of the Tranche B Term Loans of the respective Tranche B Term Loan Sub-Facility are to be utilized to finance a Permitted Acquisition on the respective Tranche B Term Loan Commitment Date, the Borrower shall deliver to the Administrative Agent the officer's certificate required to be delivered pursuant to Section 8.14(a)(x) in connection with such Permitted Acquisition , (iii) the Additional Loan Commitment Requirements shall have been satisfied and (iv) the Borrower shall deliver to the Administrative Agent an opinion, in form and substance satisfactory to the Agents, from counsel to the Borrower satisfactory to the Agents and dated such date, covering such matters similar to those set forth in the opinion of counsel delivered to the Administrative Agent on the Initial Borrowing Date pursuant to Section 5.03 and such other matters as the Agents may reasonably request. The Administrative Agent shall promptly notify each Bank as to the occurrence of each Tranche B Term Loan Commitment Date, and (x) on each such date Schedule I shall be deemed modified to reflect the Tranche B Term Loan Commitments of such Tranche B Term Loan Banks and (y) to the extent requested by such Tranche B Term Loan Banks, Tranche B Term Notes will be issued, at the Borrower's expense, to such Tranche B Term Loan Banks, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the new Tranche B Term Loan Commitments. (c) At the time of any provision of Additional Revolving Loan Commitments pursuant to this Section 1.14, (i) the Borrower, the Administrative Agent and each such Bank or other Eligible Transferee (each, an "Additional Revolving Loan Bank") which agrees to provide an Additional Revolving Loan Commitment shall execute and deliver to the Administrative Agent a Revolving Loan Commitment Agreement substantially in the form of Exhibit O-2, subject to such modifications in form and substance satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Revolving Loan Bank's Additional Revolving Loan Commitment to occur upon delivery of such Revolving Loan Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions in this Section 1.14(c) to the satisfaction of the Administrative Agent), (ii) if the proceeds of the Revolving Loans to be incurred pursuant to such Additional Revolving Loan Commitment are to be utilized to finance a Permitted Acquisition on the respective Additional Revolving Loan Commitment Date, the Borrower shall deliver to the Administrative Agent the officer's certificate required to be delivered pursuant to Section 8.14(a)(x) in connection with such proposed Permitted Acquisition, (iii) the Additional Loan Commitment Requirements shall have been satisfied, (iv) the Borrower shall, in coordination with the Administrative Agent, repay all outstanding Revolving Loans of the XX Xxxxx, and incur additional Revolving Loans from other XX Xxxxx in each case so that the XX Xxxxx participate in each Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in the Total Revolving Loan Commitment pursuant to this Section 1.14) and with the Borrower being obligated to pay the respective XX Xxxxx the costs of the type referred to in Section 1.11 in connection with any such repayment and/or Borrowing and (v) the Borrower shall deliver to the Administrative Agent an opinion, in form and substance satisfactory to the Agents, from counsel to the Borrower satisfactory to the Agents and dated such date, covering such matters similar to those set forth in the opinion of counsel delivered to the Administrative Agent on the Initial Borrowing Date pursuant to Section 5.03 and such other matters as the Agents may reasonably request. The Administrative Agent shall promptly notify each Bank as to the occurrence of each Additional Revolving Loan Commitment Date, and (w) on each such date, the Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Revolving Loan Commitments, (x) on each such date Schedule I shall be deemed modified to reflect the revised Revolving Loan Commitments of the affected Banks, (y) upon surrender of any old Revolving Notes by the respective Additional Revolving Loan Bank (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the Borrower), to the extent requested by any Additional Loans made pursuant Revolving Loan Bank, a new Revolving Note will be issued, at the Borrower's expense, to a previous such Additional Revolving Loan Bank, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the revised Revolving Loan Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral such Bank and (z) on such date with respect to any Loan (other than all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to provide that proceeds of collateral and other payments made the participations by the Borrower shall be shared pro rata with the Additional Loans to the extent provided Banks in such Addendum) without Letters of Credit and Unpaid Drawings to reflect the consent new RL Percentages of the Lenders affected therebyBanks.

Additional Commitments. So (a) The Company shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Final Maturity Date to request (so long as no Default has occurred and or Event of Default is continuing, the Borrower may request then in existence or would result therefrom) on one or more occasions that one or more of the Lenders establish Additional Commitment Banks (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to clause (vi) below) provide Additional Commitments; it being understood and agreed, however, that (i) no Additional Commitment Bank shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) until such time, if any, as (x) such Additional Commitment Bank has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Additional Commitment Bank shall not be obligated to make Revolving Loans or participate in Letters of Credit, in excess of the amounts provided for herein, before giving effect to such Additional Commitments provided pursuant to this Section 1.16, (iii) any Additional Commitment Bank (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to clause (vi) below) may so provide an Additional Commitment without the consent of any other Additional Commitment Bank (it being understood and agreed that the consent of the Administrative Agent and each Letter of Credit Issuer (such Lender consent (in either case) not to be unreasonably withheld or delayed) shall make be required if any such Additional Loans Commitments are to be provided by a Person which is not already an Additional Commitment Bank), (iv) (x) each provision of Additional Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Additional Commitment Banks (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Additional Commitment Banks)) of at least $1,000,000 and (y) the aggregate amount of Additional Commitments provided pursuant to this Section 1.16 shall not exceed $100,000,000, (v) the up-front fees payable to any Person providing an Additional Commitment in accordance with this Section 1.16 shall be as set forth in the relevant Additional Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Company of the then existing Additional Commitment Banks to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the notice provided by the Company to the Administrative Agent as provided above), then the Company may request Additional Commitments from other banks or financial institutions (unless otherwise agreed by the Company and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Additional Commitment Banks, and (vii) all actions taken by the Company pursuant to this Section 1.16 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.16, (i) the Company, the Administrative Agent and each such Additional Commitment Bank or other bank or financial institution which agrees to provide an Additional Commitment (each, an “Additional Bank”) shall execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Bank’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection with therewith and the acquisition by or contribution satis- faction of the other conditions in this Section 1.16 to the reasonable satisfaction of the Administrative Agent), (ii) if such Additional Bank is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes, such Additional Bank shall provide to the Company the appropriate Internal Revenue Service documentation described in Section 4.04, (iii) the Company and the Designated Subsidiary Borrowers shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be incurred pursuant to each Additional Commitment, together with evidence of good standing of the Company and each Designated Subsidiary Borrower (if requested) and (iv) the Company and each Designated Subsidiary Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to each of Additional Equipmentthe Company and each Designated Subsidiary Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Banks on the Restatement Effective Date pursuant to Section 5.01(d) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Additional Commitment Bank as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Commitments and (y) on each such date, Schedule I shall not exceed 75% be deemed modified to reflect the revised Additional Commitments of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an affected Additional Commitment Addendum entered into by Banks. Notwithstanding anything to the Borrowercontrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, the Company and each Designated Subsidiary Borrower shall, in coordination with the Administrative Agent and the Lenders establishing Banks, repay outstanding Revolving Loans of certain Banks and, if necessary, incur additional Revolving Loans from other Banks, in each case so that such Additional CommitmentsBanks participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). An Additional Commitment Addendum shall not amend or modify in It is hereby agreed that any respect the provisions breakage costs of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made type described in Section 1.12 incurred by the Borrower Banks in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be shared pro rata with for the Additional Loans to the extent provided in such Addendum) without the consent account of the Lenders affected therebyCompany or the applicable Designated Subsidiary Borrower, as the case may be.

Additional Commitments. So long as (a) In the event that the Borrowers wish to increase the Commitments at any time when no Event of Default has occurred and is continuing, they shall notify the Borrower Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrowers may request that offer to the existing Lenders and, with the consent of the Administrative Agent, the Swingline Lender and any Issuing Lenders (which consents shall not be unreasonably withheld), one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish Proposed Increase Amount pursuant to Section 1.05(b). (b) Any Lender that accepts an Additional offer to it by the Borrowers to increase its Commitment pursuant to which Section 1.05 (a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall make Additional Loans in connection with the acquisition be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be amended to so increase the Commitment of such Lender. (c) Any additional bank, financial institution or other entity which the Borrowers select to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called an “Additional Equipment. The aggregate amount Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Lender; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Lender shall be in an integral multiple of amount not less than $10,000,000. Each Lender’s determination 5,000,000. (d) Notwithstanding anything to establish or not establish an Additional Commitmentthe contrary in this Section 1.05, and (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $900,000,000, (ii) in no event shall the aggregate principal amount of Loans and L/C Obligations owed by any Borrower exceed such Borrower’s Sublimit and (iii) no Lender shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole discretion. (e) Subject to the terms and absolute discretion. The terms conditions hereof, each Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an “Accordion Lender”) shall, on the date upon which its Commitment or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Revolving Loans to each Borrower, and each Borrower shall prepay outstanding Revolving Loans owing to the Lenders other than such Accordion Lender(s), in amounts such that, after giving effect to the making of such Additional Commitments Revolving Loans by such Accordion Lender and the Additional prepayment of outstanding Revolving Loans owing to be made thereunderLenders other than such Accordion Lender(s), including funding provisionsthe aggregate principal amount of Revolving Loans owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Accordion Lender(s)) of the aggregate amount of the Revolving Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, conditions precedenteach Borrower shall pay to the Administrative Agent, amortizationfor the account of the Lenders, interest, fees, prepayment requirements and other matters relating any amounts owing to such Additional Commitments and Additional LoansLenders pursuant to Section 2.12 in respect of Revolving Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e). (f) At the time the Borrowers submit a Commitment Increase Notice, they shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and advise the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyproposed new Sublimits.

Additional Commitments. So long as no Default has occurred At any time and is continuingfrom time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, the Borrower Parent and Corp. may request that one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lender) or assume a Commitment (in the Lenders establish an Additional case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to which any such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and request shall be in an integral multiple aggregate amount of at least $10,000,00016,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $175,000,000. Each Parent, Corp. and each such Lender or other lending institution (each, an “Assuming Lender”) which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such Lender’s determination Commitment to establish or not establish an Additional Commitmentbe effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, and the amount of its Additional Commitment, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in its sole and absolute discretionconformity with the requirements of Section 1.06. The terms of such Additional Commitments and Notwithstanding anything to the Additional Loans contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to be made thereunderthis Section 1.16, including funding provisionseach Borrower shall, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of certain Lenders establishing and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Additional CommitmentsLenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). An Additional Commitment Addendum shall not amend or modify in It is hereby agreed that any respect the provisions breakage costs of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made type described in Section 1.12 incurred by the Borrower Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be shared pro rata with for the Additional Loans to the extent provided in such Addendum) without the consent account of the Lenders affected therebyrespective Borrowers.

Additional Commitments. So long as Company may from time to time, by notice to Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Lenders and/or other financial institutions not then a party to this Agreement, that are approved by Administrative Agent (such approval not to be unreasonably withheld or delayed), provide up to an aggregate amount of $10,000,000 in additional Revolving Loan Commitments; PROVIDED that no Event of Default has or Potential Event of Default shall have occurred and be continuing or result from such additional Revolving Loan Commitments. Upon receipt of such notice and an Officer's Certificate as to the satisfaction of the foregoing condition, Administrative Agent shall use all commercially reasonable efforts to arrange for Lenders or other financial institutions approved of by Administrative Agent (such approval not to be unreasonably withheld or delayed) to provide such additional Revolving Loan Commitments. Alternatively, any Lender may commit to provide the full amount of the requested additional Revolving Loan Commitments and then offer portions of such additional Revolving Loan Commitments to the other Lenders or other financial institutions, subject to the approval of Administrative Agent (such approval not to be unreasonably withheld or delayed). Nothing contained in this paragraph or otherwise in this Agreement is continuingintended to commit any Lender or any Agent to provide any portion of any such additional Revolving Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Revolving Loan Commitments on the terms and conditions set forth herein, (i) the aggregate amount of the Revolving Loan Commitments shall be increased by the amount of the additional Revolving Loan Commitments agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the Revolving Loan Commitments shall be proportionally adjusted, (iii) if necessary, at such time and in such manner as Company and Administrative Agent shall agree, the Borrower may request that one or more Lenders who have in their sole discretion agreed to provide such additional Revolving Loan Commitments shall purchase and assume outstanding Loans and participations in outstanding Letters of Credit so as to cause the amount of such Loans and participations in Letters of Credit held by each Lender to conform to the respective percentages of the applicable Revolving Loan Commitments of the Lenders establish an Additional Commitment pursuant as so adjusted, and (iv) Company shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to which such Lender shall make Additional Loans in this Agreement or any other Loan Document as Administrative Agent may reasonably request. In connection with the acquisition by or contribution additional Revolving Loan Commitments provided for in this subsection 2.1A(iv), conforming amendments shall be made to this Agreement and the Borrower other Loan Documents to reflect such additional Revolving Loans Commitments, including, without limitation, if applicable, conforming amendments: (i) to provide for the additional Revolving Loans Commitments to share ratably in the benefits of Additional Equipment. The aggregate amount this Agreement and the other Loan Documents (including the accrued interest in respect thereof) with the other Loans made under this Agreement, (ii) to Sections 1 and 2 to provide, among other things, for the additional Revolving Loan Commitments to share ratably with the applicable Loans in the application of such Additional Commitments shall not exceed 75% prepayments, and (iii) to include Lenders of the Fair Market Value additional Revolving Loan Commitments in any determination of Lenders, Requisite Lenders, Requisite Class Lenders and Pro Rata Share. Any such Additional Equipment and amendment shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into become effective when executed by the Borrower, the Administrative Agent and the Lenders establishing each Lender providing such Additional additional Revolving Loan Commitments. An Additional Commitment Addendum Notwithstanding anything in this Agreement expressed or implied to the contrary (including, without limitation in subsection 10.6), nothing herein shall be construed to require consent from Lenders that are not amend or modify in any respect lenders of such additional Revolving Loan Commitments to the provisions incurrence of the additional Revolving Loan Documents as they apply Commitments in compliance with this subsection 2.1A(iv), and shall supersede any provisions in subsection 10.6 to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebycontrary.

Additional Commitments. So long as Borrower shall have the right, no Default has occurred and is continuingmore than two (2) times during the term of the Loan, to request that Administrative Agent permit additional Commitments to be added under the terms of this Agreement in excess of the Lenders’ then outstanding Commitments in a minimum increment of at least Ten Million Dollars ($10,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the requested amount being, the Borrower may request that one or more of the Lenders establish an “Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Amount”), subject to the Borrower of Additional Equipment. following: (a) The aggregate amount of such Additional the Lenders’ Commitments shall not exceed 75% One Hundred Fifty Million Dollars ($150, 000,000). (b) Any such request shall be made by Borrower giving written notice (the “Additional Commitment Notice”) to Administrative Agent, which notice shall set forth such details with respect thereto as are reasonably requested by Administrative Agent. Upon receipt of the Fair Market Value Additional Commitment Notice, Administrative Agent shall notify the then existing Lenders of the terms of such Additional Equipment Commitment Notice and shall be in an integral multiple of $10,000,000. Each each Lender’s determination pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to establish increase its respective Commitment or not establish an Additional Commitmentaccepts only a portion thereof, and the amount of its Additional Commitment, shall be which each Lender may do in its sole and absolute discretion, Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. The terms If any Lender shall not respond to a request by Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. Administrative Agent shall notify Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) Borrower issuing substitute Notes, (iii) the Accepting Lenders paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Loans and L/C Obligations matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) Borrower, the Accepting Lenders and Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, as shall be set forth in an Additional Commitment Addendum entered into by the reasonable acceptable to Borrower, the Accepting Lenders, Administrative Agent and the L/C Issuer and (v) Borrower paying all of Administrative Agent’s reasonable out-of- pocket expenses in connection with the foregoing. Administrative Agent shall promptly pay to the applicable Lenders establishing such Additional Commitments. An their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Addendum shall not amend Amount in accordance with clause (b) above, Borrower may designate one or modify in any respect more proposed lenders to Administrative Agent and the provisions of the Loan Documents as they apply L/C Issuer to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral become Lenders under this Agreement with respect to any Loan (other than to provide that proceeds such balance of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless Administrative Agent consents thereto), subject in each case to the extent provided prior approval of Administrative Agent and the L/C Issuer, which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Assignee. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in such Addendum) accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) Borrower issuing substitute Notes to the new Lenders, (iii) such new Lenders affected therebypaying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that each new Lender’s pro rata share of outstanding Loans and L/C Obligations matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, (iv) Borrower, the new Lenders and Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Loans as shall be reasonably acceptable to Borrower, Administrative Agent and the L/C Issuer, including each such new Lender’s compliance with the provisions of clauses (ii), (iii) and (v) of Section 9.04(b), and (v) Borrower paying all of Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such new Lenders in accordance with the immediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments and the Loans, the addition of new Lenders and the other matters contemplated by this Section.

Additional Commitments. So long as no Default has occurred and is continuing(a) The Borrower may, by written notice to the Borrower may Administrative Agent from time to time, request that Additional Commitments in an amount not to exceed the Additional Amount at the time of such request from one or more Additional Lenders (which may include any existing Lender, it being understood and agreed that no existing Lender shall be required to participate in any such Additional Commitment or related Additional Loan) willing to provide such Additional Commitments in their own discretion; provided, that each Additional Lender shall be subject to the approval of the Lenders establish Administrative Agent (which approval shall not be unreasonably withheld) unless such Additional Lender is a Lender, an Affiliate of a Lender or an Approved Fund. Such notice shall set forth (i) the amount of the Additional Commitments being requested and (ii) the date on which such Additional Commitments are requested to become effective. (b) The Borrower and each Additional Lender shall execute and deliver to the Administrative Agent an Additional Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments Lender. Each Additional Loan Assumption Agreement shall not exceed 75% specify the terms of the Fair Market Value of applicable Additional Commitments; provided, that: (i) Standard Chartered Bank will act as sole coordinating bank for any such Additional Equipment Loans, and will perform the duties customarily associated with such roles and (ii) except as expressly provided herein, any Additional Loans shall be in an integral multiple of $10,000,000on terms identical to those applicable to the Loans incurred on the Initial Closing Date. Each Lender’s determination of the parties hereto hereby agrees that, upon the effectiveness of any Additional Loan Assumption Agreement, this Agreement shall be amended to establish the extent (but only to the extent) necessary to reflect the existence and terms of the Additional Commitments evidenced thereby as provided for in Section 9.08(f). Any amendment to this Agreement or not establish an Additional Commitment, any other Loan Document that is necessary to effect the provisions of this Section 2.20 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent and the amount of its Borrower and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and Commitment with respect to the Additional Loans to be made thereunder, including funding provisions, incurred on the Additional Closing Date shall become effective under this Section 2.20 unless on the date of such effectiveness (x) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to the Additional Loans related thereto and (y) each of the conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in Section 4.02 shall be satisfied or waived by such Additional Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower. (d) Each of the parties hereto agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Additional Loans in respect of Additional Commitments, when originally made, are included in each Borrowing of outstanding Loans on a pro rata basis. (e) Subject to the Prepayment Premium, as applicable, notwithstanding anything to the contrary in Section 2.16(c) (which provisions shall not be applicable to clauses (e) through (i) of this Section 2.20), pursuant to one or more offers made from time to time by the Borrower to all Lenders, on a pro rata basis and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Xxxxxx’s Loan and to otherwise modify the terms of such Xxxxxx’s Loan pursuant to the terms of the relevant Pro Rata Extension Offer (including without limitation increasing the interest rate or fees payable in respect of such Xxxxxx’s Loan). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, in the case of an offer to the Lenders, that all of the Loans are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension of such Loans are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Additional Commitment Addendum entered into Loan for such Lender (such extended Loan, an “Extended Loan”) (it being understood agreed that no existing Lenders shall be required to be an Extending Lender or to participate in any such Pro Rata Extension Offer or related Extension). (f) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Additional Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Loans of such Extending Lender. Each Additional Loan Assumption Agreement shall specify the terms of the applicable Extended Loans; provided, that (i) except as to pricing, fees and final maturity (which shall be determined by the BorrowerBorrower and set forth in the Pro Rata Extension Offer), any Extended Loan shall have (A) the same terms as the existing Loans or (B) have such other terms as shall be reasonably satisfactory to the Administrative Agent and (ii) any Extended Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments or commitment reductions hereunder. Upon the effectiveness of any Additional Loan Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Loans evidenced thereby as provided for in Section 9.08(f). Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Lenders establishing Borrower and furnished to the other parties hereto. (g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Loan will be automatically designated an Extended Loan. For purposes of this Agreement and the other Loan Documents, such Extending Lender will be deemed to have an Additional Commitments. An Additional Commitment Addendum shall not amend Loan having the terms of such Extended Loan. (h) Notwithstanding anything to the contrary set forth in this Agreement or modify any other Loan Document (including without limitation this Section 2.20), (i) no Extended Loan is required to be in any respect minimum amount or any minimum increment, (ii) any Extending Lender may extend all or any portion of its Loan pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the provisions case of over participation) (including the extension of any Extended Loan), (iii) there shall be no condition to any Extension of any Loan at any time or from time to time (other than (x) notice to the Administrative Agent of such Extension and the terms of the Extended Loan Documents implemented thereby and (y) (I) at the time of and immediately after such Extension, no Event of Default or Default shall have occurred and be continuing or would result therefrom, and (II) the satisfaction of the condition set forth in clause (e) of Section 4.02 and, in each case of clauses (y)(I) and (y)(II) the receipt by the Administrative Agent of a certificate to that effect dated as they apply of the effective date of the Extension and executed by a Responsible Officer of the Borrower), (iv) no consent of any Lender or Agent shall be required to effectuate any Extension, other than the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant consent of each Lender agreeing to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral such Extension with respect to one or more of its Loans and/or Loans (or a portion thereof) and (v) all Extended Loans and all obligations in respect thereof shall be Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents. (i) Each Extension shall be consummated pursuant to procedures set forth in the corresponding Pro Rata Extension Offer; provided, that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments. (j) Subject to the Prepayment Premium, notwithstanding anything to the contrary in this Agreement, including Section 2.16(c) (which provisions shall not be applicable to clauses (j) through (l) of this Section 2.20), the Borrower may by written notice to the Administrative Agent and with the consent of the Administrative Agent and the Required Lenders establish one or more additional tranches of term loans denominated in Dollars under this Agreement (such loans, “Refinancing Term Loans”), the net cash proceeds of which are used to Refinance in whole or in part any Loans. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that: (i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.02 shall be satisfied to the extent required by the relevant Additional Loan Assumption Agreement governing such Refinancing Term Loans; (ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Maturity Date of the refinanced Loans, (iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Loans; (iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; (v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to provide that proceeds of collateral original issue discount, upfront fees, interest rates and any other pricing terms, which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans), taken as a whole shall, be substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than, the terms, taken as a whole, applicable to the Loans (except to the extent such covenants and other payments made terms apply solely to any period after the latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent), as determined by the Borrower in good faith; (vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank pari passu or junior in right of security to the Liens thereon securing the Loans, such Liens will be subject to an intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is permitted to be secured by a Lien on the Collateral that is permitted under this Agreement, as applicable; and (vii) there shall be shared pro rata with no obligor in respect of such Refinancing Term Loans that is not a Loan Party. (k) The Borrower may approach any Lender or any other person that would be a permitted Eligible Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated Additional Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Additional Loan Assumption Agreement governing such AddendumRefinancing Term Loans, be designated as an increase in any previously established Loans made to the Borrower. (l) For purposes of this Agreement and the other Loan Documents, if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have an Additional Loan having the terms of such Refinancing Term Loan. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including, without limitation, this Section 2.20), (i) no Refinancing Term Loan is required to be in any minimum amount or any minimum increment, (ii) there shall be no condition to any incurrence of any Refinancing Term Loan at any time or from time to time other than those set forth in clause (j) above, and (iii) all Refinancing Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the consent of other Loan Documents that are secured by the Lenders affected therebyCollateral on a pari passu basis with all other Obligations under this Agreement and the other Loan Documents.

Additional Commitments. So long as The Co-Borrowers may from time to time after the Effective Date, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (i) no Default has or Event of Default shall have occurred and is continuingbe continuing or would occur after giving effect to such additional Commitments, (ii) the loans under such additional Commitments shall rank pari passu with the Revolving Loans to be made pursuant to Section 2.1A(i), (iii) the representations and warranties in Section 5 shall be true and correct in all material respects prior to and after giving effect to such additional Commitments, (iv) the maturity date of any additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the Borrower may request that one or more maturity date of the Lenders establish an Additional Commitment pursuant existing Commitments (or any Other Credit Extensions constituting Commitments), (v) the terms (other than with respect to which such Lender shall make Additional Loans in connection with the acquisition by pricing or contribution to the Borrower maturity) of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional any additional Commitments and the Additional Revolving Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional the extent not consistent with the Commitments and Additional Loansthe Revolving Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (vi) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(iii) exceeds by more than 50 basis points the Revolving Loan Yield at such time (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(iii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), then the “LIBOR floor” and/or the Applicable Margin applicable to the Revolving Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Revolving Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Revolving Loans at such time, a “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Revolving Loans. Nothing contained in this Section 2.1A(iii) or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Revolving Loans and/or participations incurred in connection with Letters of Credit and Swing Line Loans so as to cause the amount of such Revolving Loans and/or participations in connection with Letters of Credit and Swing Line Loans held by each Revolving Loan Lender to conform to the respective percentages of the applicable Commitments of the Revolving Loan Lenders as so adjusted and (b) the Co-Borrowers shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(iii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in an a separate assumption agreement among Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. XxxXx, the Borrowers, the Qualified Additional Commitment Addendum entered into by Lenders providing such additional Revolving Commitments and the BorrowerAdministrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrowers incur new Commitments under this Section 2.1A(iii), regardless of whether such Commitments are Other Credit Extensions, the Borrowers shall, after such time, (x) incur and repay Revolving Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrowers may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loansis expressly permitted, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of any Lender, to amend the Lenders affected therebyLoan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(iii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans, Canadian Prime Rate Loans, CDOR Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(iii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit and Swing Line Loans between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. So (a) The Borrower shall have the right at any time and from time to time after the Restatement Effective Date and prior to the Final Maturity Date to request (so long as no Default or Event of Default is then in existence or would result therefrom) on one or more occasions that one or more Additional Commitment Banks (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to clause (vi) below) provide Additional Commitments; it being understood and agreed, however, that (i) no Additional Commitment Bank shall be obligated to provide an Additional Commitment as a result of any request by the Borrower, (ii) until such time, if any, as (x) such Additional Commitment Bank has occurred agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Additional Commitment Bank shall not be obligated to make Revolving Loans or participate in Letters of Credit, in excess of the amounts provided for herein, before giving effect to such Additional Commitments provided pursuant to this Section 1.16, (iii) any Additional Commitment Bank (and/or one or more other Persons which will become Additional Commitment Banks as provided pursuant to clause (vi) below) may so provide an Additional Commitment without the consent of any other Additional Commitment Bank (it being understood and agreed that the consent of the Administrative Agent and each Letter of Credit Issuer (such consent (in either case) not to be unreasonably withheld or delayed) shall be required if any such Additional Commitments are to be provided by a Person which is continuingnot already an Additional Commitment Bank), (iv) (x) each provision of Additional Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Additional Commitment Banks (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Additional Commitment Banks)) of at least $1,000,000 and (y) the aggregate amount of Additional Commitments provided pursuant to this Section 1.16 shall not exceed $100,000,000, (v) the up-front fees payable to any Person providing an Additional Commitment in accordance with this Section 1.16 shall be as set forth in the relevant Additional Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Borrower of the then existing Additional Commitment Banks to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Borrower has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower to the Administrative Agent as provided above), then the Borrower may request that one Additional Commitments from other banks or financial institutions (unless otherwise agreed by the Borrower and the Administrative Agent) in an aggregate amount equal to such deficiency on terms which are no more of favorable to such other bank or financial institution in any respect than the Lenders establish an terms offered to the existing Additional Commitment Banks, and (vii) all actions taken by the Borrower pursuant to which such Lender this Section 1.16 shall make Additional Loans be done in connection coordination with the acquisition by or contribution to Administrative Agent. (b) At the Borrower time of any provision of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination pursuant to establish or not establish an Additional Commitmentthis Section 1.16, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by (i) the Borrower, the Administrative Agent and the Lenders establishing each such Additional Commitments. An Commitment Bank or other bank or financial institution which agrees to provide an Additional Commitment Addendum (each, an “Additional Bank”) shall not amend execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or modify appropriate (with the effectiveness of such Additional Bank’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in any respect connection therewith and the provisions satisfaction of the Loan Documents as they apply other conditions in this Section 1.16 to the Tranche A Loansreasonable satisfaction of the Administrative Agent), (ii) if such Additional Bank is not a United States person (as such term is defined in Section 7701(a)(3) of the Tranche B Loans or any Code) for U.S. Federal income tax purposes, such Additional Loans made pursuant Bank shall provide to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan the appropriate Internal Revenue Service documentation described in Section 4.04, (other than to provide that proceeds of collateral and other payments made by iii) the Borrower shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be shared incurred pursuant to each Additional Commitment, together with evidence of good standing of the Borrower (if requested) and (iv) the Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Banks on the Restatement Effective Date pursuant to Section 5.01(d) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Additional Commitment Bank as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Commitments and (y) on each such date, Schedule I shall be deemed modified to reflect the revised Additional Commitments of the affected Additional Commitment Banks. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, the Borrower shall, in coordination with the Administrative Agent and the Banks, repay outstanding Revolving Loans of certain Banks and, if necessary, incur additional Revolving Loans from other Banks, in each case so that such Banks participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Banks in connection with the Additional repayment of Revolving Loans to contemplated by this Section 1.16 shall be for the extent provided in such Addendum) without the consent account of the Lenders affected thereby.Borrower

Additional Commitments. So long as The Borrower may from time to time after the Effective Date, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (a) no Default has or Event of Default shall have occurred and is continuingbe continuing or would occur after giving effect to such additional Commitments, (b) the loans under such additional Commitments shall rank pari passu with the Loans to be made pursuant to Section 2.1A(i), (c) the representations and warranties in Section 5 shall be true and correct in all material respects prior to and after giving effect to such additional Commitments, (d) the maturity date of any additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the Borrower may request that one or more maturity date of the Lenders establish an Additional Commitment pursuant existing Commitments (or any Other Credit Extensions constituting Commitments), (e) the terms (other than with respect to which such Lender shall make Additional Loans in connection with the acquisition by pricing or contribution to the Borrower maturity) of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional any additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional the extent not consistent with the Commitments and Additional Loansthe Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (f) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(ii) exceeds by more than 50 basis points the Revolving Loan Yield at such time (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(ii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), then the “LIBOR floor” and/or the Applicable Margin applicable to the Loans shall be increased such that after giving effect to such increases, the 43 CREDIT AGREEMENT Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Loans at such time, a “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(ii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Borrower shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(ii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in an Additional Commitment Addendum entered into by a separate assumption agreement among Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the Qualified Additional Lenders providing such additional Revolving Commitments and the Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrower incurs new Commitments under this Section 2.1A(ii), regardless of whether such Commitments are Other Credit Extensions, the Borrower shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrower may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loansis expressly permitted, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of any Lender, to amend the Lenders affected therebyLoan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(ii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(ii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. So long as no Default has occurred and is continuing(i) At any time following the Fourth Amendment Effective Date, the Borrower may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, the “Additional Revolving Facility Commitments”) and/or the Term B Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”). Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Borrower proposes that one or more the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term B Loan Lender (in the case of Additional Term Loan Commitments) the right to increase its Revolving Facility Commitment and/or Term B Loan Commitment, as applicable, on a pro rata basis. The Borrower shall notify the Administrative Agent in writing of the Lenders establish identity of each Revolving Facility Lender, Term B Loan Lender or other financial institution reasonably acceptable to the Administrative Agent (each, an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) to whom the Additional Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Additional Commitments may elect or decline, in its sole discretion, to provide an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Commitment. (ii) Such Additional Commitments shall not exceed 75% of the Fair Market Value become effective as of such Increased Amount Date, and in the case of Additional Equipment and Term Loan Commitments, such Additional Term Loans in respect hereof (“Additional Term Loans”) shall be in an integral multiple made on such Increased Amount Date; provided that (1) no Default or Event of $10,000,000. Each Lender’s determination to establish Default shall exist on such Increased Amount Date before or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating after giving effect to such Additional Commitments and Additional Loans; (2) after giving effect thereto on a Pro Forma Basis as if such incurrence had occurred on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), the Borrower shall be set forth in an Additional Commitment Addendum entered into by the Borrowercompliance with Sections 6.10, 6.11 and 6.15, if and as applicable on such Increased Amount Date (and if Section 6.10 shall not be applicable at such time, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum Interest Coverage Ratio shall not amend or modify be less than 2.00:1.00); and (3) the Borrower shall make any payments required pursuant to Section 2.16 in any respect connection with the provisions of the Loan Documents as they apply to Additional Commitments. (iii) The sum of the Tranche A outstanding Additional Revolving Facility Commitments and the principal amount outstanding of Additional Term Loans, when aggregated with the Tranche B Loans or any principal amount outstanding of Permitted Notes, shall not exceed $400 million plus the Revolving Facility Commitment Capacity; provided that the Revolving Facility Commitment Capacity shall be utilized only for Additional Loans made pursuant Revolving Facility Commitments; provided, further, that this limitation shall be increased by (x) $750 million if, at the time of such increase, after giving effect on a Pro Forma Basis to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan Revolving Facility Commitments (other than Additional Revolving Facility Commitments utilizing Revolving Facility Commitment Capacity) as if they were fully drawn on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to provide that proceeds Section 5.04(a) or (b), and to the incurrence of collateral Additional Term Loans and Permitted Notes as if such incurrence had occurred on such day, the Gross Senior Secured Leverage Ratio shall not be in excess of 2.00 to 1.00 and (y) an additional $750 million if, at the time of such increase, after giving effect on a Pro Forma Basis to Additional Revolving Facility Commitments (other payments made by than Additional Revolving Facility Commitments utilizing Revolving Facility Commitment Capacity) as if they were fully drawn on the Borrower first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), and to the incurrence of Additional Term Loans and Permitted Notes as if such incurrence had occurred on such day, the Gross Senior Secured Leverage Ratio shall not be in excess of 1.00 to 1.00. (iv) The all-in-yield of any Additional Term Loans shall be as provided in the joinder agreement pursuant to which such Additional Term Loans are established (it being understood that the “all-in-yield” shall be determined after taking into account original issue discount, assuming a four-year average life, fees, other than bona fide arrangement, underwriting, structuring or similar fees not generally shared pro rata with the applicable Lenders, and interest margin and, if the LIBO Rate in respect of any Additional Term Loans includes an interest rate floor greater than the LIBO Rate then applicable to the extent provided in existing Term B Loans, such Addenduminterest rate floor shall be equated to interest margin). In the event that the all-in-yield for any Additional Term Loans is greater than the all-in-yield for the Term B Loans (or other term loan previously established as an Additional Term Loan hereunder) without by greater than 50 basis points, then the consent of all-in-yield for the Lenders affected therebyTerm B Loans (or other term loan previously established as an Additional Term Loan hereunder) will be increased such that after giving effect thereto the all-in-yield for the Term B Loans (or other term loan established as an Additional Term Loan hereunder) plus 50 basis points is equal to the all-in-yield for the Additional Term Loans.

Additional Commitments. So long as no Default has occurred Upon the request of Administrative Borrower ---------------------- from time to time after the Closing Date and is continuingin accordance with Section 15.1, the ------------ Additional Commitments hereunder may be issued to Lenders or New Lenders; provided, however, that Administrative Borrower may not request Additional -------- ------- Commitments be issued during the continuance of a Default or Event of Default; and provided, further, that one or more Administrative Borrower may not request Additional -------- ------- Commitments which exceed $25,000,000 in the aggregate. Persons not then Lenders may be included as New Lenders having Additional Commitments with the written approval of the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans Agent, in connection with the acquisition by or contribution its sole discretion. Prior to the effectiveness of any Additional Commitments, Administrative Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment (a) provide revised projections to Agent and Lenders, which shall be in an integral multiple of $10,000,000. Each Lender’s determination form and substance satisfactory to establish or not establish an Additional Commitment, the Agent and which shall demonstrate Borrowers' ability to timely repay all Obligations hereunder after the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms issuance of such Additional Commitments and to comply with the covenants contained in Section 7.20 hereof, (b) provide Agent with all other information that it may reasonably request, and (c) pay to Agent, for its own account or the account of the New Lender, as may be determined by Agent, such arrangement and upfront fees as may be required by Agent in connection with the issuance of the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in Commitment. Each Lender or New Lender issuing an Additional Commitment Addendum entered into by shall execute and deliver to Agent an Assumption Agreement prior to the Borrower, the Administrative Agent and the Lenders establishing effectiveness of such Additional CommitmentsCommitment. An Funds advanced under any Additional Commitment Addendum Commitments shall not amend or modify in any respect the provisions of for all purposes constitute Advances and be Obligations hereunder and under the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyDocuments.

Additional Commitments. So (a) The Company shall have the right, at any time and from time to time, after the Restatement Effective Date and prior to the Final Maturity Date to request (so long as no Default has occurred and or Event of Default is continuing, the Borrower may request then in existence or would result therefrom) on one or more occasions that one or more of the existing Lenders establish provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company unless it agrees in its sole discretion to do so, (ii) until such time, if any, as (x) such existing Lender has agreed in its sole discretion to provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such existing Lender shall not be obligated to make Loans or issue, or participate in, Letters of Credit, in excess of the amounts provided for herein, immediately before giving effect to such Additional Commitments provided by such existing Lender pursuant to which such this Section 1.16, (iii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iv) the aggregate amount of Additional Commitments provided pursuant to this Section 1.16 shall not exceed $300,000,000, with up to the full amount of the Commitment available to be used for Letters of Credit and up to half of the Commitment available to be used for Loans, (v) all up-front fees payable to any Additional Commitment Lender shall make be as set forth in the relevant Additional Loans Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Company of the then existing Lenders to provide Additional Commitments pursuant to this Section 1.16 on the terms to be applicable thereto, the Company has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Company desires to obtain pursuant to such request (as set forth in the request provided by the Company to the Administrative Agent as provided above), then the Company may request Additional Commitments from Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender in an aggregate amount equal to such deficiency on terms which are no more favorable in any respect than the terms offered to the existing Lenders, (vii) all Additional Commitments provided on a given date pursuant to this Section 1.16 shall have the same terms and conditions as all then existing Commitments and shall be added to such existing Commitments in accordance with clause (b) of this Section 1.16 below and (viii) all actions taken by the Borrower pursuant to this Section 1.16 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.16, (i) the Company, each Designated Subsidiary Borrower, the Administrative Agent and each existing Lender which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit L, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection with therewith and the acquisition by or contribution satisfaction of the other conditions set forth in this Section 1.16 to the reasonable satisfaction of the Administrative Agent), (ii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purpose or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall provide to the Company the appropriate Internal Revenue Service documentation described in Section 4.04(b), (iii) the Company and each Designated Subsidiary Borrower shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be incurred pursuant to each Additional EquipmentCommitment, together with evidence of good standing of the Company and each Designated Subsidiary Borrower and (iv) the Company and each Designated Subsidiary Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Restatement Effective Date pursuant to Section 5.01(e) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all purposes of, this Agreement and each other Credit Document shall be increased by the aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of and (y) on each such Additional Equipment and date, Annex I shall be deemed modified to reflect the revised Commitments of each affected Lender. Notwithstanding anything to the contrary contained in an integral multiple of $10,000,000. Each Lender’s determination this Agreement, in connection with any increase in the Total Commitment pursuant to establish or not establish an Additional Commitmentthis Section 1.16, and the amount of its Additional CommitmentCompany shall, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, coordination with the Administrative Agent and the Lenders establishing repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). (c) It is hereby agreed and acknowledged that any Several Letters of Credit in existence on an Additional Commitment Date (the “Specified Several Letters of Credit”) shall be deemed issued under this Agreement as a “Specified Several Letter of Credit” on such Additional CommitmentsCommitment Date. An As soon as possible following each Additional Commitment Addendum Date, each Specified Several Letter of Credit shall be amended to replace each Lender party hereto immediately prior to such Additional Commitment Date (each such Lender, a “Pre-existing Lender”) with each Lender party to this Agreement as of such Additional Commitment Date in accordance with each such Lender’s modified Percentage. Until a Specified Several Letter of Credit has been amended in accordance with this Section 1.16 each Pre-existing Lender shall be deemed to have sold and transferred to each Lender, and each such Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Pre-existing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Percentage, in such Specified Several Letter of Credit, each substitute Specified Several Letter of Credit, each drawing made thereunder, the obligations of any Borrower under this Agreement with respect thereto and any security therefore or guaranty pertaining thereto. Upon any change in the Commitments of the Lenders pursuant to Section 1.14 or 12.04(b), it is hereby agreed that, with respect to all outstanding Specified Several Letters of Credit and Unpaid Drawings with respect thereto, there shall be an automatic adjustment to the participations pursuant to this Section 1.16 to reflect the new Percentages of the assigning and assignee Lender. (d) In determining whether to pay under any Specified Several Letter of Credit, no Pre-existing Lender shall have any obligation relative to the Lenders other than to determine that any documents required to be delivered under such Specified Several Letter of Credit have been delivered and that they appear to substantially comply on their face with the requirements of such Specified Several Letter of Credit, which obligation, it is understood, is being performed by the Issuing Agent, and upon whom each Pre-existing Lenders shall be entitled to rely. Any action taken or omitted to be taken by any Pre-existing Lender under or in connection with any Specified Several Letter of Credit issued by it shall not amend create for such Pre-existing Lender any resulting liability to any Borrower, any Lender or modify any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). (e) In the event that any Pre-existing Lender makes any payment under any Specified Several Letter of Credit issued by it and the respective Borrower shall not have reimbursed such amount in full to each Pre-existing Lender pursuant to Section 2.05, such Pre-existing Lender shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender of such failure, and each such Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Pre-existing Lender, the amount of such Lender’s Percentage of such payment in Dollars and in same day funds. If the Administrative Agent so notifies any Lender required to fund a payment under a Specified Several Letter of Credit prior to 11:00 A.M. (New York time) on any Business Day, such Lender shall make available to the Administrative Agent at the Payment Office for the account of the respective Pre-existing Lender such Lender’s Percentage of the amount of such payment on such Business Day in same day funds (and, to the extent such notice is given after 11:00 A.M. (New York time) on any Business Day, such Lender shall make such payment on the immediately following Business Day). If and to the extent such Lender shall not have so made its Percentage of the amount of such payment available to the Administrative Agent for the account of the respective Pre-existing Lender, such Lender agrees to pay to the Administrative Agent for the account of such Pre-existing Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Pre-existing Lender at the overnight Federal Funds Rate for the first three days and at the interest rate applicable to Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any Lender to make available to the Administrative Agent for the account of the respective Pre-existing Lender its Percentage of any payment under any Specified Several Letter of Credit issued by it shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Pre-existing Lender its Percentage of any payment under any such Several Letter of Credit on the date required, as specified above, but no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent for the account of such Pre-existing Lender such other Lender’s Percentage of any such payment. (f) Whenever any Pre-existing Lender receives a payment of a reimbursement obligation as to which the Administrative Agent has received for the account of such Pre-existing Lender any payments from the Lenders pursuant to clause (e) above, such Pre-existing Lender shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender which has paid its Percentage thereof same day funds, an amount equal to such Lender’s Percentage of the principal amount thereof and interest thereon accruing after the purchase of the respective participations. (g) The obligations of the Lenders to make payments to the Administrative Agent for the account of the respective Pre-existing Lender with respect to Specified Several Letters of Credit issued by it shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense or other right which the Company or any of its Subsidiaries may have at any time against a beneficiary named in a Specified Several Letter of Credit, any transferee of any Specified Several Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Pre-existing Lender, or other Person, whether in connection with this Agreement, any Specified Several Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Company or any of its Subsidiaries and the beneficiary named in any such Specified Several Letter of Credit); (iii) any draft, certificate or other document presented under the Specified Several Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the provisions surrender or impairment of any security for the performance or observance of any of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or terms of any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyCredit Documents; or (v) the occurrence of any Default or Event of Default.

Additional Commitments. So long (a) The Commitment Increase Lender hereby acknowledges and agrees that it hereby provides a new Commitment in the amount of $30,000,000, as no Default has occurred set forth opposite its name on Schedule A to this Amendment and is continuingeach party hereto acknowledges and agrees that, after giving effect to the terms and provisions of this Amendment, including, without limitation, the Borrower may request proposed Commitment Increase, the Commitments of each Lender shall be as set forth on Schedule A to this Amendment. (b) The Commitment Increase Lender hereby (i) represents and warrants that one or more (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and (B) it has received a copy of the Lenders establish Credit Agreement, together with copies of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to purchase its applicable Commitment, and on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or Collateral Agent; (ii) agrees that (A) from and after the Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Commitments set forth opposite its name on the Schedule A hereto, have the rights and obligations of a Lender thereunder and under the Loan Documents, (B) it will, independently and without reliance on the Administrative Agent or Collateral Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (C) it will perform in accordance with their terms all of the obligations that by the terms of the Loan Documents are required to be performed by it as a Lender; and (iii) appoints and authorizes Administrative Agent and Collateral Agent to take such actions as an Additional Commitment pursuant agent on its behalf and to which exercise such Lender shall make Additional powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent or Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto. (c) The terms and conditions of any Commitments and Loans provided in connection with the acquisition by or contribution Commitment Increase shall be identical to the Borrower of Additional Equipment. The aggregate amount of Commitments and Loans under the Credit Agreement as in effect immediately prior to giving effect to this Amendment and such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional increased Commitments and the Additional Loans thereunder shall be deemed to be made thereunder“Commitments” and “Loans”, including funding provisionsrespectively, conditions precedent, amortization, interest, fees, prepayment requirements for all purposes under the Credit Agreement and other matters relating to Loan Documents. (d) The Commitment Increase Lender shall receive an Upfront Fee in connection with its Commitment in an amount such Additional Commitments and Additional Loans, that no additional Upfront Fees shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in required to be paid to any respect the provisions existing Lender under clause (e)(vi) of Section 2 of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyCredit Agreement.

Additional Commitments. So (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default has occurred and or Event of Default is continuing, the Borrower may request then in existence or would result therefrom) on one or more occasions that one or more of the existing Lenders establish (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to which this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such Lender shall make Additional Loans in connection with the acquisition by or contribution lesser amount as is acceptable to the Borrower of Additional Equipment. The Administrative Agent) and (B) the aggregate amount of such Additional Commitments for all Lenders hereunder shall not exceed 75% of $400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall be as set forth in the Fair Market Value of such relevant Additional Equipment Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in an integral multiple accordance with clause (b) of $10,000,000. Each Lender’s determination this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, this Section 2.16 shall be done in its sole and absolute discretioncoordination with the Administrative Agent. The terms No consent of such any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments and the Additional Loans made pursuant to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such this Section 2.16. (b) The effectiveness of Additional Commitments and Additional Loans, pursuant to this Section 2.16 shall be set forth in an Additional Commitment Addendum entered into by subject to the Borroweroccurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the Lenders establishing case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.16 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments. An , and such Additional Commitment Addendum shall Lenders, (iii) if such Additional Commitment Lender is not amend or modify a United States person (as such term is defined in any respect the provisions Section 7701(a)(3) of the Loan Documents as they apply Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Tranche A LoansCompany the appropriate documentation described in Section 2.12(e), (iv) the Tranche B Loans or any Additional Loans made Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to a previous each Additional Commitment Addendum or otherwise affect Commitment, and (v) the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral Company and other payments made by the Borrower each Designated Subsidiary Account Party shall be shared pro rata with the Additional Loans have delivered to the extent provided Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Addendum) without Designated Subsidiary Account Party reasonably satisfactory to the consent Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders affected thereby.on the Effective Date pursuant to

Additional Commitments. So long as (a) In the event that the Borrower wishes to increase the Commitments at any time when no Event of Default has occurred and is continuing, it shall notify the Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase, the Banks and other Persons agreeing to participate therein and the proposed effective date thereof (such notice, a “Commitment Increase Notice”). The Borrower may request that may, with the consent of the Agent and any Issuing Banks (which consents shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of such Bank’s Proposed Increase Amount pursuant to paragraph (b) below. (b) Any Bank which agrees with the Lenders establish an Additional Borrower to increase its Commitment pursuant to which such Lender this Section 2.13 shall make Additional Loans in connection execute a Commitment Increase Supplement with the acquisition Borrower and the Agent, substantially in the form of Exhibit C, whereupon such Bank shall be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 2.01 shall be deemed to be amended to so increase the Commitment of such Bank. (c) Any additional bank, financial institution or other entity which agrees with the Borrower to participate in the increased Commitments pursuant to this Section 2.13 shall execute an Additional Bank Supplement with the Borrower and the Agent, substantially in the form of Exhibit D, whereupon such bank, financial institution or other entity (an “Additional Equipment. The aggregate amount Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Bank as so agreed; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Bank shall be in an integral multiple of amount not less than $10,000,000. Each Lender’s determination 5,000,000. (d) Notwithstanding anything to establish or not establish an Additional Commitmentthe contrary in this Section 2.13, (i) in no event shall any increase in Commitments pursuant to this Section 2.13 cause the Commitments hereunder to exceed $1,000,000,000 and the amount of (ii) no Bank shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, It shall be a condition to the effectiveness of any increase in the Commitments pursuant to this Section 2.13 that on the proposed effective date therefor that the conditions set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent Sections 5.01(b) and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral c) are then satisfied (and other payments made by the Borrower shall be shared pro rata deemed to have made a representation and warranty as of such date to such effect). (e) Upon any increase in the Commitments pursuant to this Section 2.13 becoming effective, the shares of the Banks (including any Additional Banks) in any outstanding Letters of Credit shall be adjusted to be in proportion to their new Bank Percentages. The Agent shall also be entitled, upon any such effectiveness, to establish arrangements, which may be inconsistent in certain respects with other provisions of the Agreement but which it believes to be reasonable in the circumstances (with the Additional Loans intention of minimizing expense to the extent provided Borrower under Section 2.17 and disruptions for the Banks), to provide for the Additional Banks and the Banks with increasing Commitments to make Standby Loans over a reasonable period on a basis that makes their participation in the outstanding Standby Borrowings proportional to their new Bank Percentages and during such Addendum) without period for the consent of the Lenders affected therebyBanks to receive ratable treatment with respect to their outstanding Standby Loans.

Additional Commitments. So long as no Default has occurred and is continuing(i) At any time following the Fourth Amendment Effective Date, the Borrower may by written notice to the Administrative Agent elect to request an increase to any existing Class of Revolving Facility Commitments (any such increase, the “Additional Revolving Facility Commitments”) and/or the Term B Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”). Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Borrower proposes that one the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term B Loan Lender (in the case of Additional Term Loan Commitments) the right to increase its Revolving Facility Commitment and/or Term B Loan Commitment, as applicable, on a pro rata basis; provided that with respect to an Additional Revolving Facility Commitment in an amount not greater than $50 million, (x) the notice specified in clause (A) can be made at any time on or more prior to the proposed Increased Amount Date and (y) there shall be no requirement to offer such increase to each Revolving Facility Lender pursuant to clause (B). The Borrower shall notify the Administrative Agent in writing of the Lenders establish identity of each Revolving Facility Lender, Term B Loan Lender or other financial institution reasonably acceptable to the Administrative Agent (each, an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) to whom the Additional Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Additional Commitments may elect or decline, in its sole discretion, to provide an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Commitment. (ii) Such Additional Commitments shall not exceed 75% of the Fair Market Value become effective as of such Increased Amount Date, and in the case of Additional Equipment and Term Loan Commitments, such Additional Term Loans in respect hereof (“Additional Term Loans”) shall be in an integral multiple made on such Increased Amount Date; provided that (1) no Default or Event of $10,000,000. Each Lender’s determination to establish Default shall exist on such Increased Amount Date before or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating after giving effect to such Additional Commitments and Additional Loans; (2) after giving effect thereto on a Pro Forma Basis as if such incurrence had occurred on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), the Borrower shall be set forth in an Additional Commitment Addendum entered into by compliance with Sections 6.11 and 6.15, if and as applicable on such Increased Amount Date; and (3) the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum Borrower shall not amend or modify make any payments required pursuant to Section 2.16 in any respect connection with the provisions of the Loan Documents as they apply to Additional Commitments. (iii) The sum of the Tranche A outstanding Additional Revolving Facility Commitments and the principal amount outstanding of Additional Term Loans, when aggregated with the Tranche B Loans or any principal amount outstanding of Permitted Notes, shall not exceed $800 million plus the Revolving Facility Commitment Capacity; provided that this limitation shall be increased by (x) $750 million if, at the time of such increase, after giving effect on a Pro Forma Basis to Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan Revolving Facility Commitments (other than Additional Revolving Facility Commitments utilizing Revolving Facility Commitment Capacity) as if they were fully drawn on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to provide Section 5.04(a) or (b), and to the incurrence of Additional Term Loans and Permitted Notes as if such incurrence had occurred on such day, the Gross Senior Secured Leverage Ratio shall not be in excess of 2.00 to 1.00 and (y) an additional $750 million if, at the time of such increase, after giving effect on a Pro Forma Basis to Additional Revolving Facility Commitments (other than Additional Revolving Facility Commitments utilizing Revolving Facility Commitment Capacity) as if they were fully drawn on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), and to the incurrence of Additional Term Loans and Permitted Notes as if such incurrence had occurred on such day, the Gross Senior Secured Leverage Ratio shall not be in excess of 1.00 to 1.00; provided further that proceeds of collateral and other payments made by there shall be no Additional Term Loans until the Borrower shall have issued at least $800 million in principal amount of Permitted Junior Notes. (iv) The all-in-yield of any Additional Term Loans shall be as provided in the joinder agreement pursuant to which such Additional Term Loans are established (it being understood that the “all-in-yield” shall be determined after taking into account original issue discount, assuming a four-year average life, fees, other than bona fide arrangement, underwriting, structuring or similar fees not generally shared pro rata with the applicable Lenders, and interest margin and, if the LIBO Rate in respect of any Additional Term Loans includes an interest rate floor greater than the LIBO Rate then applicable to the extent provided in existing Term B Loans, such Addenduminterest rate floor shall be equated to interest margin). In the event that the all-in-yield for any Additional Term Loans is greater than the all-in-yield for the Term B Loans (or other term loan previously established as an Additional Term Loan hereunder) without by greater than 50 basis points, then the consent of all-in-yield for the Lenders affected therebyTerm B Loans (or other term loan previously established as an Additional Term Loan hereunder) will be increased such that after giving effect thereto the all-in-yield for the Term B Loans (or other term loan established as an Additional Term Loan hereunder) plus 50 basis points is equal to the all-in-yield for the Additional Term Loans.

Additional Commitments. So long as no Default has occurred Company may from time to time, by notice to Administrative Agent, request that, on the terms and is continuing, the Borrower may request that one or more of the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution subject to the Borrower of Additional Equipment. The conditions contained in this Agreement, Lenders and/or other financial institutions not then a party to this Agreement, that are approved by Administrative Agent (such approval not to be unreasonably withheld or delayed), provide up to an aggregate amount of $125,000,000 in additional Revolving Loan Commitments (each such additional Revolving Loan Commitment, an “Additional Commitment,” and collectively, the “Additional Commitments”); provided that (i) no Event of Default or Potential Event of Default shall have occurred and be continuing or result from such Additional Commitments, (ii) Additional Commitments shall not exceed 75% may be added hereunder on no more than three occasions, and on each such occasion, the aggregate amount of the Fair Market Value of such Additional Equipment and Commitments added shall be in an integral multiple aggregate minimum amount of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment25,000,000 and integral multiples of $1,000,000 in excess of that amount, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating (iii) after giving pro forma effect to such Additional Commitments and Additional Loansany borrowings contemplated to occur substantially concurrently with the addition thereof, shall Company will be in compliance with all of its covenants under this Agreement (including, without limitation, those set forth in an Section 7.6), (iv) the aggregate amount of Additional Commitment Addendum entered into Commitments that may be added after April 30, 2007 shall be limited to the lesser of (X) $50,000,000 and (Y) $125,000,000 minus the aggregate amount of Additional Commitments added prior to such date and (v) the aggregate amount of the Commitments, after giving effect to the Additional Commitments, will not exceed the maximum principal amount permitted for the “Senior Credit Facility” under clause (1) of Section 4.11 of the Senior Subordinated Note Indenture. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such Additional Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such Additional Commitments on the terms and conditions set forth herein (such Lenders, in such capacity, “Increasing Lenders”), (i) the aggregate amount of the Revolving Loan Commitments shall be increased by the Borroweramount of the Additional Commitments so provided, (ii) the Pro Rata Shares of the Lenders shall be proportionally adjusted to reflect the increase in the Revolving Loan as a result of the addition of such Additional Commitments, (iii) each Increasing Lender shall purchase and assume from other Lenders outstanding Loans and participations in outstanding Letters of Credit so as to cause the amount of such Loans and participations in Letters of Credit held by each Lender to conform to its Pro Rata Share of such Loans and Letters of Credit (it being agreed Administrative Agent shall have the right to unilaterally effect such purchases by collecting appropriate amounts from Increasing Lenders and distributing appropriate amounts to other Lenders, in each case in an amount sufficient to achieve such conformity) and (iv) Company shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as are consistent with this subsection 2.1A(iii) as Administrative Agent may reasonably request. In connection with the additional Revolving Loan Commitments provided for in this subsection 2.1A(iii), conforming amendments shall be made by the Administrative Agent and Company to this Agreement and the Lenders establishing other Loan Documents to reflect such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of any Lender other than those providing the Additional Commitments, including, without limitation, if applicable, conforming amendments: (i) to provide for the Additional Commitments to share ratably in the benefits of this Agreement and the other Loan Documents (including the accrued interest in respect thereof) with the other Loans made under this Agreement, (ii) to Sections 1 and 2 to provide, among other things, for the Additional Commitments to share ratably with the applicable Loans in the application of prepayments, and (iii) to include Lenders affected therebyof the additional Revolving Loan Commitments in any determination of Lenders, Requisite Lenders and Pro Rata Share. Notwithstanding anything in this Agreement expressed or implied to the contrary (including, without limitation in subsection 10.6), nothing herein shall be construed to require consent from Lenders that do not provide Additional Commitments to the incurrence of the Additional Commitments in compliance with this subsection 2.1A(iii), and this subsection 2.1A(iii) shall supersede any provisions in subsection 10.6 to the contrary.

Additional Commitments. So long as The Borrower may at any time, upon prior written notice by the Borrower to the Administrative Agent, increase the Commitments by up to $75,000,000 with additional Commitments from any existing Lender or new Commitments from any other Person selected by the Borrower and approved by the Administrative Agent (which approval shall not be unreasonably withheld or delayed); provided that: (i) any such increase shall be in a minimum principal amount of $5,000,000 and in integral multiples of $5,000,000 in excess thereof; (ii) no Default has occurred and is continuing, shall be continuing at the Borrower may request that one or more time of the Lenders establish an Additional Commitment pursuant to which any such increase; (iii) no existing Lender shall make Additional Loans be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; and (iv) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent (but no consent from any existing Lender (other than any consent described in (iii) above from any Lender that is increasing its Commitment) shall be necessary in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% exercise of the Fair Market Value of Borrower’s rights hereunder). In connection with any such Additional Equipment increase in the Commitments, (x) Schedule I (Commitments) shall be revised by the Administrative Agent to reflect the new Commitments and shall be in an integral multiple distributed to the Lenders and (y) the Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 p.m., (New York time), on the day following the date of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitmentthe effectiveness of such increase, and shall record in the amount Register all applicable additional information in respect thereof. On the date of its Additional Commitmentany such increase in the Commitments, each Lender or Eligible Assignee participating therein shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans deemed to purchase (at par, with Credit Agreement Orbital Sciences Corporation payment to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating by each participating Lender or Eligible Assignee to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and for the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions account of the Loan Documents as they apply to the Tranche A Loansexisting Lenders) and assume from each existing Lender having Revolving Loans and participations in Letters of Credit and Swing Loans outstanding on such Commitment increase date, the Tranche B Loans without recourse or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral warranty, an undivided interest and other payments made by the Borrower shall be shared pro rata with the Additional Loans participation, to the extent provided in of such Addendum) without the consent Lender’s applicable percentage of the Lenders affected therebynew Commitments (after giving effect to such increase), in the aggregate outstanding Revolving Loans and participations in Letters of Credit and Swing Loans, so as to ensure that, on such Commitment increase date after giving effect to such increase, each Lender is owed only its applicable percentage of the Revolving Loans and participations in Letters of Credit and Swing Loans outstanding on such Commitment increase date.

Additional Commitments. So long (A) KEL may notify the Facility Agent (such notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to increase the Total Commitments by the provision of additional commitments under the Facility (each such increase or, as the case may be, assumption in commitments being an “Additional Commitment”), provided that, (i) the Additional Commitment Notice shall be delivered prior to the expiry of the Availability Period; (ii) the increase in and/or, as the case may be, assumption of Additional Commitments is to take effect before the expiry of the Availability Period and the maximum aggregate amount of Additional Commitments (including all previous increases in and/or assumptions of Additional Commitments) shall not exceed US$40,000,000; and (iii) no Event of Default has occurred and is continuingcontinuing or would arise as a result of the provision of the Additional Commitment; and (iv) the terms of the Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to the terms of this Agreement in the same manner as the existing Commitments. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of clause 3.2(A) above are fulfilled; and (ii) specify the date upon which the Additional Commitment is anticipated to be made available to the Borrower may request (the “Additional Commitment Date”); and (C) In the event that one an Additional Lender is not a Party to this Agreement, KEL shall procure that on or more prior to the Additional Commitment Date, such Additional Lender: delivers a Lender Accession Notice in the form set out in Schedule 12 (Form of Lender Accession Notice) duly completed and signed on behalf of the Lenders establish an Additional Lender and specifying its Additional Commitment pursuant to which such the Facility Agent. (D) Subject to the conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Loans Commitment for Utilisation under the Facility in connection accordance with the acquisition terms of this Agreement (as amended); (ii) the Additional Commitment shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Additional Commitment provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made, at the Borrower’s election, by the Borrower either: (a) making utilisations from the Additional Commitment in priority to utilisations from Commitments under the Facility or contribution to effect a prepayment under the Facility to the Borrower existing Lenders (which amount may be redrawn by the Borrower); or (b) making its first utilisation under the Additional Commitment on the last day of the then Interest Period, in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (E) Each Additional EquipmentLender shall become a party to the Finance Documents (and be entitled to share in the Security created under the Security Documents, and benefit from the Deed of Guarantee, in accordance with the terms of the Finance Documents) if such Additional Lender accedes to the Finance Documents in accordance with the Finance Documents. (F) Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lender and each Party agrees to be bound by such accession. The aggregate amount Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (G) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the accession of such Additional Commitments shall not exceed 75% of Lender. (H) On the Fair Market Value of such date that the Facility Agent executes a Lender Accession Notice: (i) the Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination Lender party to establish or not establish an Additional Commitmentthat Lender Accession Notice, each other Finance Party and the amount Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Commitment specified by it as its Additional Commitment, ; (ii) that Additional Lender shall be become a Party to this Agreement as a “Lender”. (I) Clause 22.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans this clause 3.2 in relation to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify Lender as if references in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected thereby.clause to:

Additional Commitments. So long as (a) Subject to the terms and conditions hereof, at any time after the Closing Date and prior to Maturity Date, provided that no Event of Default has occurred and is continuingcontinuing and that the Borrower is in pro forma compliance with the financial covenants in Section 5.1(1) (assuming the full incurrence and application of the new Indebtedness in question), the Borrower may request that one or more of the Lenders establish or any other Persons provide additional Commitments (each, an “Additional Commitment”) which shall serve to increase the aggregate existing Commitments, such that further Borrowings under the Revolving Credit become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment pursuant Agreement and executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, the Additional Commitment in question shall become effective, and (i) the Administrative Agent shall promptly notify each Lender as to which such agreement, and (ii) Schedule 2.1 shall be deemed to be modified accordingly. (c) Notwithstanding anything to the contrary in this Agreement: (i) no Additional Commitment shall require the consent of any Lender other than the Additional Lender in question, but each Additional Commitment shall require the approval of the Administrative Agent and the Issuing Bank, not to be unreasonably withheld; (ii) no Lender shall make have any obligation to acquire any Additional Loans Commitment unless it agrees to do so in connection with its sole discretion; (iii) no Lender shall have the acquisition by right to acquire any Additional Commitment or contribution to receive prior notice thereof, regardless of the Borrower of Additional Equipment. The fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of such all Additional Commitments shall not exceed 75% U.S.$25,000,000; (v) no amount of the Fair Market Value of such Additional Equipment and Commitments requested at any one time shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish less than U.S.$10,000,000; and (vi) the Borrower may pay such up-front, arrangement or not establish an Additional Commitment, and the amount of its Additional Commitment, shall other fees as may be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into agreed by the Borrower, the Administrative Agent and any Additional Lender in connection with the Lenders establishing provision by such Additional Commitments. An Lender of an Additional Commitment Addendum Commitment; (d) For greater certainty, any Additional Lender shall not amend or modify be entitled to share pro rata in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments prepayments made by the Borrower pursuant to Section 2.9, and the obligations of the Credit Parties under any such Additional Commitment shall be shared pro rata secured pari passu with the Additional Loans to the extent provided in such Addendum) without the consent other obligations of the Lenders affected therebyCredit Parties under the Security Documents.

Additional Commitments. So long as no Default has occurred and At any time on or before the date that is continuingtwo (2) years immediately following the Effective Date, the Borrower may shall have the right, exercisable no more than two (2) times, to request that one or more the Administrative Agent permit additional Commitments to be added under the terms of this Agreement in excess of the Lenders establish an Lenders’ then outstanding Commitments in a minimum increment of at least Fifty Million Dollars ($50,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the requested amount being, the “Additional Commitment pursuant Amount”), to which such Lender shall make Additional Loans in connection with be allocated to either the acquisition by Term Loan Commitments or contribution the Revolving Credit Commitments, subject to the Borrower of Additional Equipment. following: (i) The aggregate amount of such Additional the Lenders’ Commitments shall not exceed 75% Eight Hundred Fifty Million Dollars ($850, 000,000) less the amounts of any prior reductions or terminations of Commitments pursuant to Section 2,09(d), and (ii) the Additional Commitment Amount shall not exceed One Hundred Fifty Million Dollars ($150,000,000) in the aggregate. (b) Any such request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent within twenty one (21) months after the Effective Date, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the Fair Market Value Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Equipment Commitment Notice and shall be in an integral multiple of $10,000,000. Each each Lender’s determination pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to establish increase its respective Commitment or not establish an Additional Commitmentaccepts only a portion thereof, and the amount of its Additional Commitment, shall be which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The terms Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes, (iii) the Accepting Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Initial Accepting Lender’s pro rata share of outstanding Loans and LC Exposure, if applicable, matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans as shall be reasonably acceptable to the Borrower, the Accepting Lenders, the Administrative Agent and the Issuing Lender and (v) the Borrower paying all of the Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Loans Commitment Amount in accordance with paragraph (b) above, the Borrower may designate one or more proposed lenders to the Administrative Agent and the Issuing Lender to become Lenders under this Agreement with respect to such balance of the Additional Commitment Amount (but in no event with proposed commitments of less than $10,000,000 unless the Administrative Agent consents thereto), subject in each case to the prior approval of the Administrative Agent and the Issuing Lender, which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Assignee. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the new Lenders, (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be made thereundernecessary so that each new Lender’s pro rata share of outstanding Loans and LC Exposure matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, including funding provisions(iv) the Borrower, conditions precedent, amortization, interest, fees, prepayment requirements the new Lenders and the Administrative Agent executing such other matters relating to such Additional documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Additional Loans, Loans as shall be set forth in an Additional Commitment Addendum entered into by reasonably acceptable to the Borrower, the Administrative Agent and the Lenders establishing Issuing Lender, including each such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect new Lender’s compliance with the provisions of clauses (ii), (iii) and (v) of Section 9.04(b), and (v) the Borrower paying all of the Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such new Lenders in accordance with the immediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents as they apply to the Tranche A extent necessary to reflect the adjustment of the Commitments and the Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect addition of new Lenders and the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made matters contemplated by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebythis Section.

Additional Commitments. So long Subject to the terms and conditions hereof and of the Unit Subscription Agreement: (a) Each Member listed on Schedule II with a dollar amount set forth under column (2) opposite such Member’s name (each, a “Committed Member”) agrees to make, upon the issuance of Capital Calls meeting the requirements of this Article 5, additional cash Capital Contributions (“Commitment Contributions”) in an amount not to exceed in aggregate the amount set forth opposite the name of such Committed Member under column (2) on Schedule II (the “Additional Commitment” of such Committed Member) in exchange for Series A-2 Preferred Units. The amount, at a particular time, by which a Committed Member’s Additional Commitment exceeds the total amount of the Commitment Contributions previously made by such Committed Member pursuant to this Article 5 shall be the “Remaining Commitment” of such Committed Member at such time. For the avoidance of doubt, in no event shall any Member’s Additional Commitment or Remaining Commitment be increased without such Member’s prior written consent and in no event shall any Member be obligated at any time to make Capital Contributions in excess of its Remaining Commitment as no Default has occurred of the time of such Capital Call less any amounts required to be funded pursuant to then outstanding Capital Calls. (b) The Management Committed Members shall have the option to increase their Additional Commitments in accordance with this Section 5.2(a). During the 31-day period beginning on December 1 and is continuingending on December 31 of each of the years 2008, 2009 and 2010 (each such 31-day period a “Management Committed Member Exercise Period”), each Management Committed Member shall have the right, but not the obligation (a “Management Committed Member Option”), by delivery of written notice to the Company prior to the expiration of such Management Committed Member Exercise Period, to increase his Additional Commitment by the amount specified in such notice provided that the aggregate amount specified in all notices delivered by such Management Committed Member pursuant to this Section 5.2(a) shall not exceed 100% of such Management Committed Member’s Total Commitment as of the Effective Date and shall not exceed the Remaining Commitment of Warburg Pincus X as of the end of the applicable 31-day period. The delivery of a notice of election under this Section 5.2(a) by a Management Committed Member shall constitute an irrevocable commitment to fund such increased Additional Commitment. Upon receipt by the Company from a Management Committed Member of a timely delivered and properly executed notice of election, the Borrower may request Additional Commitment of such Management Committed Member shall be increased dollar-for-dollar by the amount specified in such notice and the Additional Commitment of Warburg Pincus X shall be decreased dollar-for-dollar (which decrease shall be allocated pro rata between the entities comprising Warburg Pincus X) by the amount specified in such notice. If a Management Committed Member exercises a Management Committed Member Option pursuant to this Section 5.2(a), the first Capital Call following exercise of such a Management Committed Member Option shall be apportioned so that one or more after such Management Committed Member makes the Commitment Contributions required by it pursuant to the Call Notice related to such Capital Call (i) the quotient (expressed as a percentage) obtained by dividing (a) the total amount of Commitment Contributions such Management Committed Member will have funded immediately after such Capital Call by (b) the total amount of Commitment Contributions all Committed Members will have funded immediately after such Capital Call will be equal to (ii) the quotient (expressed as a percentage) obtained by dividing (x) such Management Committed Member’s Total Commitment (calculated by including the increase in such Management Committed Member’s Additional Commitment as a result of the Lenders establish an exercise of such Management Committed Member Option) by (y) the aggregate Total Commitments of all Committed Members. Notwithstanding the foregoing, the Board, in its sole discretion, shall be entitled, by delivery of written notice to the Management Committed Members on or prior to the December 1 of each Management Committed Member Exercise Period, to postpone the Management Committed Members’ right to exercise of any Management Committed Member Option for a period not to exceed 150 days from the expiration of the Management Committed Member Exercise Period if the Company is contemplating any material transaction, such notice to include a general explanation of the reason for such postponement. Following the expiration of any such postponement period, each Management Committed Member shall have the right to exercise his postponed Management Committed Member Option in accordance with this Section 5.2(a), provided that the Management Committed Member Exercise Period for such Management Committed Member Option shall begin on the first day after the expiration of such postponement period and shall end on the 31st day after the expiration of such postponement period. All increases and decreases in Additional Commitment Commitments made pursuant to which such Lender this Section 5.2(a) shall make be effective as of the expiration date of the applicable Management Committed Member Exercise Period (giving effect to any postponement of a Management Committed Member Option). (c) In connection with any adjustment to the Additional Loans Commitments of the Committed Members in connection with the acquisition by or contribution reallocation of Future Series A-2 Preferred Units to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% employees of the Fair Market Value Company or its Subsidiaries (including members of the Management Team) or non-employee Managers of the Company (each such Additional Equipment and shall be in an integral multiple employee or Manager, a “Reallocated Committed Member”) pursuant to Section 3.1 of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitmentthe Unit Subscription Agreement, and the amount of its Additional CommitmentBoard, shall be in its sole and absolute discretion. The terms of , may elect to apportion the first Capital Call following such Additional Commitments and adjustment in a manner such that after such Reallocated Committed Member makes the Additional Loans Commitment Contributions required by it pursuant to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating the Call Notice related to such Additional Capital Call (i) the quotient (expressed as a percentage) obtained by dividing (a) the total amount of Commitment Contributions such Reallocated Committed Member will have funded immediately after such Capital Call by (b) the total amount of Commitment Contributions all Committed Members will have funded immediately after such Capital Call will be equal to (ii) the quotient (expressed as a percentage) obtained by dividing (x) such Reallocated Committed Member’s Total Commitment by (y) the aggregate Total Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyall Committed Members.

Additional Commitments. So long as The Co-Borrowers may from time to time after the Restatement Effective Date, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (i) no Default has or Event of Default shall have occurred and is continuingbe continuing or would occur after giving effect to such additional Commitments, (ii) the loans under such additional Commitments shall rank pari passu with the Loans to be made pursuant to Section 2.1A(i), (iii) the representations and warranties in Section 5 shall be true and correct in all material respects prior to and after giving effect to such additional Commitments, (iv) the maturity date of any additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the Borrower may request that one or more maturity date of the Lenders establish an Additional Commitment pursuant existing Commitments (or any Other Credit Extensions constituting Commitments), (v) the terms (other than with respect to which such Lender shall make Additional Loans in connection with the acquisition by pricing or contribution to the Borrower maturity) of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional any additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional the extent not consistent with the Commitments and Additional Loansthe Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (vi) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(iii) exceeds by more than 50 basis points the Revolving Loan Yield at such time (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(iii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), then the “LIBOR floor” and/or the Applicable Margin applicable to the Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “LIBOR floor” being applicable to the additional Commitments, the “LIBOR floor” applicable to the Loans shall be increased (or, in the event there is no “LIBOR floor” applicable to the Loans at such time, a “LIBOR floor” shall be added) to an amount not to exceed the “LIBOR floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(iii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Co-Borrowers shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(iii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in an a separate assumption agreement among Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. XxxXx, the Borrowers, the Qualified Additional Commitment Addendum entered into by Lenders providing such additional Revolving Commitments and the BorrowerAdministrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrowers incur new Commitments under this Section 2.1A(iii), regardless of whether such Commitments are Other Credit Extensions, the Borrowers shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrowers may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loansis expressly permitted, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of any Lender, to amend the Lenders affected therebyLoan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(iii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of Eurodollar Rate Loans, Canadian Prime Rate Loans, CDOR Rate Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(iii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. So long Company may from time to time, by notice to Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Lenders and/or other financial institutions not then a party to this Agreement, that are approved by Administrative Agent (such approval not to be unreasonably withheld or delayed), provide up to an aggregate amount of $250,000,000 in additional Term Loans, which Term Loans may be provided as an additional tranche of Term Loans; provided that (i) no Event of Default has or Potential Event of Default shall have occurred and be continuing or result from the issuance of such additional Term Loans, (ii) after giving effect to such additional Term Loans, Company is continuingin pro forma compliance with the maximum Consolidated Senior Leverage Ratio and maximum Consolidated Leverage Ratio set forth in subsections 7.6B and 7.6C, respectively, and (iii) Company shall have given the PBGC at least 30 days prior written notice of the incurrence of such additional Term Loans. Upon receipt of such notice to Administrative Agent and an Officer’s Certificate as to the satisfaction of the foregoing conditions, Administrative Agent shall use all reasonable efforts to arrange for Lenders or other financial institutions approved of by Administrative Agent and Company (such approval not to be unreasonably withheld or delayed) to provide such additional Term Loans. Alternatively, any Lender may commit to provide the full amount of the requested additional Term Loans and then offer portions of such additional Term Loans to the other Lenders or other financial institutions, subject to the approval of Administrative Agent and Company (such approval not to be unreasonably withheld or delayed). Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Term Loans. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion to provide any such additional Term Loans on the terms and conditions set forth herein, (i) the aggregate amount of additional Term Loans shall be increased by the amount of the additional Term Loans agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the additional Term Loans shall be proportionally adjusted, (iii) if necessary, in respect of an increase in Term Loans, at such time and in such manner as Company and Administrative Agent shall agree, the Borrower may request that one or more Lenders who have in their sole discretion agreed to provide such additional Term Loans shall purchase and assume outstanding Term Loans so as to cause the amount of such Term Loans held by each Lender to conform to the respective percentages of the applicable Term Loans of the Lenders establish an Additional Commitment pursuant as so adjusted and (iv) Company shall execute and deliver any additional Notes as any Lender may reasonably request or to which such Lender shall make Additional Loans the extent necessary to effect the foregoing changes in accordance with the next succeeding sentence, other amendments or modifications to this Agreement or any other Loan Document. In connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and additional Term Loans provided for in this subsection 2.1A(v), conforming amendments shall be in an integral multiple of $10,000,000. Each Lender’s determination made to establish or not establish an Additional Commitment, this Agreement and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B reflect such additional Term Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of any Lender not a lender of such additional Term Loans, including, without limitation, if applicable, conforming amendments: (i) to provide for the additional Term Loans to share ratably in the benefits of this Agreement and the other Loan Documents with the other Term Loans made under this Agreement, (ii) to Sections 1 and 2 to provide, among other things, for the additional Term Loans to share ratably with the applicable Term Loans in the application of prepayments, (iii) to provide an amortization schedule for any additional Term Loans, and (iv) to include Lenders affected therebyof the additional Term Loans in any determination of Lenders, Requisite Lenders, Requisite Class Lenders and Pro Rata Share. Notwithstanding anything in this Agreement expressed or implied to the contrary (including, without limitation in subsection 10.6), nothing herein shall be construed to require consent from Lenders that are not lenders of such additional Term Loans to the incurrence of the additional Term Loans in compliance with this subsection 2.1A(v), and shall supersede any provisions in subsection 10.6 to the contrary.”

Additional Commitments. So long as no Default has occurred and is continuing, the The Parent Borrower may request that one or more of the Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans request, in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple minimum amounts of $10,000,000. Each Lender’s determination , at any time and from time to establish time that the existing Lenders increase their respective Commitments (and ratably increase their Multicurrency Revolving Subcommitment) and/or that additional Lenders be added to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased); provided, that (i) at the time of the relevant request, no Default or not establish an Additional CommitmentEvent of Default shall have occurred and be continuing and that the representations and warranties of the Parent Borrower shall continue to be accurate in all material respects, and the amount of its Additional Commitment, (ii) any such additional Lender shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into approved by the Borrower, the Administrative Agent and Issuing Lender (such approval not to be unreasonably withheld or delayed). Each existing Lender shall have the Lenders establishing right (but not the obligation) to increase its Commitment based on its Revolving Percentage on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory to the Parent Borrower and the Administrative Agent (and subsequent to its delivery of a completed or revised administrative questionnaire to the Administrative Agent), each increasing or additional Lender shall be a “Lender” for all purposes hereunder with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such Additional Commitmentsadditional Lender’s new Commitment and any such increasing Lender’s new Commitment. An Additional Upon increasing its Commitment Addendum or becoming a “Lender” hereunder, each Lender shall not amend or modify in any respect the provisions automatically be responsible for its Revolving Percentage of the Loan Documents as they apply Aggregate Exposure and to pay to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent Administrative Agent its Revolving Percentage of the Lenders affected therebyLoans (with interest rates and currencies applicable thereto as under this Agreement).

Additional Commitments. So long as The Borrower may from time to time after the Effective Date, by notice to the Administrative Agent, request that, on the terms and subject to the conditions contained in this Agreement, Qualified Additional Lenders provide up to the Additional Facilities Amount in the aggregate in additional Commitments; provided that (a) no Default has or Event of Default shall have occurred and is continuingbe continuing or would occur after giving effect to such additional Commitments, (b) the loans under such additional Commitments shall rank pari passu with the Loans to be made pursuant to Section 2.1A(i), (c) the representations and warranties in Section 5 shall be true and correct in all material respects prior to and after giving effect to such additional Commitments, (d) the maturity date of any additional Commitments shall be no earlier than, and no scheduled mandatory commitment reduction shall be required prior to, the Borrower may request that one or more maturity date of the Lenders establish an Additional Commitment pursuant existing Commitments (or any Other Credit Extensions constituting Commitments), (e) the terms (other than with respect to which such Lender shall make Additional Loans in connection with the acquisition by pricing or contribution to the Borrower maturity) of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional any additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional the extent not consistent with the Commitments and Additional Loansthe Loans extended under this Agreement pursuant to Section 2.1A(i), shall be reasonably satisfactory to the Administrative Agent and (f) if the Initial Yield applicable to the additional Commitments extended pursuant to this Section 2.1A(ii) exceeds by more than 50 basis points the Revolving Loan Yield at such time (the amount by which the Initial Yield applicable to the additional Commitments incurred pursuant to this Section 2.1A(ii) exceeds the Revolving Loan Yield at such time being referred to herein as the “Yield Differential”), then the Floor, the Term SOFR Adjustment and/or the Applicable Margin applicable to the Loans shall be increased such that after giving effect to such increases, the Yield Differential shall equal 50 basis points; provided that, to the extent any portion of the Yield Differential is attributable to a higher “Term SOFR adjustment” or “SOFR floor” being applicable to the additional Commitments, the Term SOFR Adjustment or the Floor, respectively, applicable to the Loans shall be increased (or, in the event there is no Term SOFR Adjustment or Floor applicable to the Loans at such time, a Term SOFR Adjustment or Floor shall be added) to an amount not to exceed the “Term SOFR adjustment” or “SOFR Floor” applicable to the additional Commitments prior to any increase in the Applicable Margin applicable to the Loans. Nothing contained in this Section 2.1A(ii) or otherwise in this Agreement is intended to commit any Lender or the Administrative Agent to provide any portion of any such additional Commitments. If and to the extent that any Qualified Additional Lenders agree, in their sole discretion, to provide any such additional Commitments on the terms and conditions set forth herein, (a) at such time and in such manner as the Administrative Agent shall reasonably determine, the Qualified Additional Lenders who have in their sole discretion agreed to provide additional Commitments shall purchase and assume outstanding Loans and/or participations incurred in connection with Letters of Credit 47 CREDIT AGREEMENT so as to cause the amount of such Loans and/or participations in connection with Letters of Credit held by each Lender to conform to the respective percentages of the applicable Commitments of the Lenders as so adjusted and (b) the Borrower shall execute and deliver any additional Notes as any Lender may reasonably request or other amendments or modifications to this Agreement or any other Loan Document as the Administrative Agent may reasonably request. If any new Commitments incurred pursuant to this Section 2.1A(ii) are to have terms that are different from the Commitments outstanding immediately prior to such incurrence (any such new Commitments, “Other Credit Extensions”), all such terms shall be as set forth in an Additional Commitment Addendum entered into by a separate assumption agreement among Holdings, U.S. Holdings, U.S. XxxXx, the Borrower, the Qualified Additional Lenders providing such additional Commitments and the Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Other Credit Extensions. If the Borrower incurs new Commitments under this Section 2.1A(ii), regardless of whether such Commitments are Other Credit Extensions, the Borrower shall, after such time, (x) incur and repay Loans ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence and (y) permanently reduce Commitments ratably as between the new Commitments and the Commitments outstanding immediately prior to such incurrence; provided that on the date of incurrence of the new Commitments, the Borrower may permanently reduce the Commitments outstanding immediately prior to such time without ratably reducing the new Commitments. Notwithstanding anything to the contrary in Section 10.5, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loansis expressly permitted, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of any Lender, to amend the Lenders affected therebyLoan Documents to the extent necessary to give effect to any increases pursuant to this Section 2.1A(ii) and mechanical and conforming changes necessary or advisable in connection therewith (including amendments to (1) implement the requirements in the preceding two sentences, (2) ensure pro rata allocations of SOFR Loans and Base Rate Loans between Loans incurred pursuant to this Section 2.1A(ii) and Loans outstanding immediately prior to any such incurrence and (3) implement ratable participation in Letters of Credit between the Other Credit Extensions consisting of Commitments and the Commitments outstanding immediately prior to any such incurrence).

Additional Commitments. So long as no Default has occurred and is continuingAt any time prior to the Maturity Date, the Borrower may shall have the right, exercisable no more than four (4) times, to request that one or more the Administrative Agent obtain additional Term Loan Commitments and/or Revolving Credit Commitments in excess of the Lenders establish an Lenders’ then outstanding Term Loan Commitments and/or Revolving Credit Commitments in a minimum increment of at least Twenty-Five Million Dollars ($25,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the requested amount being, the “Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Amount”), subject to the Borrower of Additional Equipment. following: (a) The aggregate amount of such Additional the Lenders’ Commitments shall not exceed 75% Eight Hundred Million Dollars ($800,000,000). (b) Any such request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent prior to the Maturity Date, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the Fair Market Value Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Equipment Commitment Notice and shall be in an integral multiple of $10,000,000. Each each Lender’s determination pro rata share of the proposed Additional Commitment Amount. If any Lender does not accept in writing within ten (10) Business Days the offer to establish or not establish an Additional increase its respective Commitment, and the amount of its Additional Commitment, shall be which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not accept in writing its pro rata share of the Additional Commitment Amount within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The terms Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the Accepting Lenders in accordance with Section 2.09(f) if so requested by them, (iii) the Accepting Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Loans and LC Exposure matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower certifying that the representations and warranties of the Borrower Parties set forth herein (as updated from time to time in accordance with this Agreement) and in the other Loan Documents are true and correct in all material respects on and as of the date of the increase (except if any such representation or warranty is expressly stated to have been made as of a specific date, as of such Additional specific date), (v) the Borrower Parties, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans as shall be reasonably acceptable to the Borrower, the Accepting Lenders, the Administrative Agent and the Issuing Lender, (vi) the Borrower paying the Administrative Agent for the account of each Accepting Lender such upfront fees as shall be agreed to by the Borrower, (vii) the Borrower paying the Arranger such fees, if any, as shall be agreed to by the Borrower and the Arranger prior to the Administrative Agent commencing its efforts under this paragraph (b), (viii) the Borrower paying all of the Administrative Agent’s reasonable and documented, out-of-pocket, expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Loans Commitment Amount, the Borrower may designate one or more proposed lenders to the Administrative Agent and the Issuing Lender to become Lenders under this Agreement with respect to such balance of the Additional Commitment Amount (but in no event with proposed commitments of less than $5,000,000 unless the Administrative Agent consents thereto which consent shall not be unreasonably withheld, conditioned or delayed), subject in each case to the prior approval of the Administrative Agent and the Issuing Lender, which approvals shall not be unreasonably withheld, conditioned or delayed so long as such proposed lenders are not Ineligible Institutions. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default being in existence at the time of increase, (ii) the Borrower issuing substitute Notes to the new Lenders in accordance with Section 2.09(f), (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be made thereundernecessary so that each new Lender’s pro rata share of outstanding Loans and LC Exposure matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, including funding provisions(iv) the Borrower Parties, conditions precedentthe new Lenders and the Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments, amortizationLoans and, interestfor purposes of this Section 9.14, feesparticipations in LC Exposure, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, as shall be set forth in an Additional Commitment Addendum entered into by reasonably acceptable to the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect Issuing Lender, and (v) the provisions Borrower paying all of the Administrative Agent’s reasonable, and documented, out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such new Lenders in accordance with the immediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into Modifications of this Agreement and the other Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without necessary to reflect the consent adjustment of the Commitments, Loans and, for purposes of this Section 9.14, participations in LC Exposure, the addition of new Lenders affected therebyand the other matters contemplated by this Section 9.14.

Additional Commitments. So long as (a) In the event that the Borrowers wish to increase the Commitments at any time when no Event of Default has occurred and is continuing, they shall notify the Borrower Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrowers may request that offer to the existing Lenders and, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish Proposed Increase Amount pursuant to Section 1.05(b). (b) Any Lender that accepts an Additional offer to it by the Borrowers to increase its Commitment pursuant to which Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall make Additional Loans in connection with the acquisition be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be amended to so increase the Commitment of such Lender. (c) Any additional bank, financial institution or other entity which the Borrowers select to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called an “Additional Equipment. The aggregate amount Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Lender; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Lender shall be in an integral multiple amount not less than $5,000,000. (d) Notwithstanding anything to the contrary in this Section 1.05, (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed (x) prior to the occurrence of both Contingent Increase Effective Dates, $10,000,000. Each Lender’s determination to establish or 4,575,000,000 and (y) from and after the occurrence of (I) the PNM Joinder Effective Date (but not establish an Additional Commitmentthe TNMP Joinder Effective Date), $4,800,000,000 (II) the TNMP Joinder Effective Date (but not the PNM Joinder Effective Date), $4,775,000,000 and (III) both Contingent Increase Effective Dates, $5,000,000,000, (ii) in no event shall the aggregate principal amount of Loans owed by any Borrower exceed such Borrower’s Sublimit, (iii) no Lender shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole discretion and absolute discretion. The terms (iv) any increase of such Additional Commitments and the Additional Loans pursuant to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, this Section 1.05 shall be subject to the satisfaction of the conditions set forth in Section 5.02(a) (as modified as for extensions of credit made after the Closing Date) and Section 5.02(b) on the applicable Accordion Effective Date. (e) Subject to the terms and conditions hereof, each Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an Additional “Accordion Lender”) shall, on the date upon which its Commitment Addendum entered into by or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans to each Borrower, and each Borrower shall prepay outstanding Loans owing to the Lenders other than such Accordion Lender(s), in amounts such that, after giving effect to the making of such Loans by such Accordion Lender and the prepayment of outstanding Loans owing to Lenders other than such Accordion Lender(s), the aggregate principal amount of Loans owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Accordion Lender(s)) of the aggregate amount of the Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, each Borrower shall pay to the Administrative Agent and Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e). (f) At the time the Borrowers submit a Commitment Increase Notice, they shall advise the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyproposed new Sublimits.

Additional Commitments. So long as no Default has occurred and is continuing, the Borrower (a) The Company may request at any time confirm that one or more of the Lenders establish or any other bank(s) (each an Accordion Lender) has agreed to commit Additional Commitments by delivering an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Notice to the Borrower of Agent. (b) Each Additional Equipment. The aggregate amount of such Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each Accordion Lender named therein and it specifies: (i) the date on which the Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and are confirmed; (ii) the amount of the Additional Commitments; and (iii) the amount of the Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (c) By countersigning the Additional Commitment Notice: (i) each Accordion Lxxxxx agrees to commit the Additional Commitments set out against its name; and (ii) each Accordion Lender which is not already a Lender, agrees to become a party to this Agreement as a Lender. (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional CommitmentCommitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent of the Additional Commitment Notice; and (ii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, shall be the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in its sole and absolute discretionrelation to the assumption of the Additional Commitments by that Accordion Lender. The terms Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender upon being so satisfied. (f) No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall inform the Lenders of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyreceipt.

Additional Commitments. So long as no Default has occurred and is continuingBorrower shall have the right, at any time prior to the Initial Maturity Date, but in any case not more than three (3) times, to cause the Administrative Agent to increase the total Commitments up to $700,000,000, subject to the following: (a) Any request for increase in the total Commitments shall be by the Borrower may request that one or more giving written notice (the “Additional Commitment Notice”) to the Administrative Agent thirty (30) days prior to the date upon which the Borrower shall desire such increase to become effective, and shall set forth (1) the requested amount of the Lenders establish an additional commitment (the “Additional Commitment pursuant to Amount”), which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and Commitment Amount shall be in the minimum amount of $25,000,000 and an integral multiple of $10,000,000. Each 5,000,000 in excess thereof and (2) such details with respect thereto as are reasonably requested by the Administrative Agent. (b) The aggregate amount of the Lenders’ Commitments after giving effect to the Additional Commitment Amount shall not exceed $750,000,000. (c) Upon receipt of the Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Commitment Notice and each Lender’s determination pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to establish increase its respective Commitment or not establish an Additional Commitmentaccepts only a portion thereof, and the amount of its Additional Commitment, shall be which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this clause (c) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The terms Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes, (iii) the Accepting Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Loans and LC Exposure matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Loan Parties, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans as shall be reasonably acceptable to the Loan Parties, the Accepting Lenders, the Administrative Agent and the Issuing Bank, (v) the Borrower paying the Administrative Agent for the account of each Accepting Lender such upfront fees as shall be agreed to by the Borrower and the Administrative Agent prior to the Administrative Agent commencing its efforts under this paragraph (c), (vi) the Borrower paying the Arranger such fees as shall be agreed to by the Borrower and the Arranger prior to the Administrative Agent commencing its efforts under this paragraph (c) and (vii) the Borrower paying all of the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing. (d) In the event that the Additional Loans Commitment Amount is not achieved pursuant to paragraph (c) above, the Arranger shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange for additional lenders with Commitments aggregating up to the Additional Commitment Amount. The Arranger shall submit a list of additional proposed syndicate members to the Borrower for its review and approval, which approval shall not be unreasonably withheld or delayed. If any such proposed lenders are so approved by the Administrative Agent, the Issuing Bank and the Borrower, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the new Lenders, (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be made thereundernecessary so that each new Lender’s pro rata share of outstanding Loans and LC Exposure matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, including funding provisions(iv) the Borrower paying to the Lenders the amounts payable, conditions precedentif any, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Lenders pursuant to Section 2.16 as a result of the prepayment of any such Loans, (v) the Loan Parties, the new Lenders and the Administrative Agent executing such other documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Additional Loans, Loans as shall be set forth in an Additional Commitment Addendum entered into by reasonably acceptable to the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A LoansIssuing Bank, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from (vi) the Borrower or proceeds paying the Arranger for the account of collateral with respect each new lender such upfront fees as shall be agreed to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower and the Arranger prior to the Arranger commencing its efforts under this paragraph (d), (vii) the Borrower paying the Arranger such fees as shall be shared pro rata agreed to by the Borrower and the Arranger prior to the Arranger commencing its efforts under this paragraph (d) and (viii) the Borrower paying all of the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the Additional Loans foregoing. (e) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent provided in such Addendum) without necessary to reflect the consent adjustment of the Lenders affected therebyCommitments and the Loans contemplated by this Section.

Additional Commitments. (a) So long as no Default has occurred the Additional Commitment Requirements are satisfied at the time of the delivery of the written notice referred to below and is continuingon the respective Additional Commitment Date, Furniture Brands shall have the Borrower may right, at any time and from time to time within one year following the Effective Date, and upon at least 15 days prior written notice to the Administrative Agent, to request on one or more occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Commitments and subject to the applicable terms and conditions contained in this Agreement and consistent with the amount of the Lenders establish Additional Commitments so provided, make Revolving Loans pursuant to Sections 1.01(a) and 1.01(c) and purchase participations in Letters of Credit pursuant to Section 2.04, it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Commitment, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to provide an Additional Commitment pursuant and executed and delivered to which the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.14(b) and (y) such other conditions set forth in Section 1.14(b) shall have been satisfied, such Lender shall make not be obligated to fund any Revolving Loans, or participate in any Letters of Credit, in excess of the amounts provided for in Section 1.01(a), 1.01(c) and/or 2.01(c), as the case may be, before giving effect to such Additional Commitments provided pursuant to this Section 1.14, (iii) any Lender (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Commitment without the consent of any other Lender (other than, in the circumstances contemplated by clause (viii) below, the Administrative Agent and each Issuing Lender), (iv) each provision of Additional Commitments on a given date pursuant to this Section 1.14 shall be in integral multiples (in the aggregate for all Lenders (including, in the circumstances contemplated by clause (vii) below, Eligible Transferees who will become Lenders)) of at least $5,000,000, (v) the aggregate amount of all Additional Commitments permitted to be provided pursuant to this Section 1.14 shall not exceed $70,000,000, (vi) the fees payable to any Lender providing an Additional Commitment shall be as set forth in the relevant Additional Commitment Agreement, (vii) if, after Furniture Brands has requested the then existing Lenders (other than Defaulting Lenders) to provide Additional Commitments pursuant to this Section 1.14 on the terms to be applicable thereto, Furniture Brands has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which Furniture Brands desires to obtain pursuant to such request (as set forth in the notice provided by Furniture Brands to the Administrative Agent as provided above), then Furniture Brands may request Additional Commitments from Persons which would qualify as Eligible Transferees hereunder in aggregate amount equal to such deficiency on terms which are no more favorable to such Eligible Transferee in any respect than the terms offered to the Lenders, provided that any such Additional Commitments provided by any such Eligible Transferee which is not already a Lender shall be in integral multiples (for such Eligible Transferee) of at least $1,000,000, (viii) no Person (including any existing Lender and any Eligible Transferee which was not already a Lender) may provide an Additional Commitment unless approved by each of the Administrative Agent and each Issuing Lender, provided that such approval shall not be required with respect to any Additional Commitment assumed by an existing Non-Defaulting Lender, (ix) the interest rate applicable to Revolving Loans made pursuant to such Additional Commitments shall be the same as the interest rate applicable at such time to other Revolving Loans made pursuant to this Agreement and (x) all actions taken by Furniture Brands pursuant to this Section 1.14(a) shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.14, (i) Furniture Brands, the Administrative Agent and each such Lender or other Eligible Transferee (each, an "Additional Lender") which agrees to provide an Additional Commitment shall execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit I, subject to such modifications in form and substance satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Lender's Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions in this Section 1.14(b) to the satisfaction of the Administrative Agent), (ii) the Additional Commitment Requirements shall have been satisfied, (iii) Furniture Brands shall, in coordination with the Administrative Agent, repay all outstanding Revolving Loans of the Lenders, and incur new Revolving Loans from the Lenders, in each case so that the Lenders participate in each Borrowing of Revolving Loans pro rata on the basis of their respective Commitments (after giving effect to any increase in the Total Commitment pursuant to this Section 1.14) and with the Borrowers being jointly and severally obligated to pay the respective Lenders the costs of the type referred to in Section 1.11 in connection with the acquisition by or contribution any such repayment and/or Borrowing and (iv) Furniture Brands shall deliver to the Borrower Administrative Agent an opinion, in form and substance satisfactory to the Administrative Agent, from counsel to Furniture Brands satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinion of Additional Equipmentcounsel delivered to the Administrative Agent on the Effective Date pursuant to Section 5.03 and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Commitment Date, and (w) on each such date, the Total Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Commitments, (x) on each such date Schedule I shall be deemed modified to reflect the revised Commitments shall not exceed 75% of the Fair Market Value affected Lenders, (y) upon surrender of such Additional Equipment and shall any old Revolving Notes by the respective Lender (or, if lost, a standard lost note indemnity), to the extent requested by any Lender, a new Revolving Note will be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitmentissued, and the amount of its Additional Commitmentat Furniture Brands' expense, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional LoansLender, shall to be set forth in an Additional Commitment Addendum entered into by conformity with the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions requirements of the Loan Documents as they apply Section 1.05 (with appropriate modifications) to the Tranche A Loans, extent needed to reflect the Tranche B Loans or any Additional Loans made pursuant to a previous Additional revised Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral such Lender and (z) on such date with respect to any Loan (other than all outstanding Letters of Credit and all Unpaid Drawings with respect thereto, there shall be an automatic adjustment to provide that proceeds of collateral and other payments made the participations by the Borrower shall be shared pro rata with the Additional Loans to the extent provided Lenders in such Addendum) without Letters of Credit and Unpaid Drawings to reflect the consent new Percentages of the Lenders affected therebyLenders.

Additional Commitments. So long as Borrower shall have the right, no Default has occurred and is continuingmore than two (2) times during the term of the Loan, to request that Administrative Agent permit additional Commitments to be added under the terms of this Agreement in excess of the Lenders’ then outstanding Commitments in a minimum increment of at least Five Million Dollars ($5,000,000.00) in excess of the Lenders’ then outstanding Commitments (the requested amount being, the Borrower may request that one or more of the Lenders establish an “Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Amount”), subject to the Borrower of Additional Equipment. following: (a) The aggregate amount of such Additional the Lenders’ Commitments shall not exceed 75% Seventy Million Dollars ($70,000,000.00). (b) Any such request shall be made by Borrower giving written notice (the “Additional Commitment Notice”) to Administrative Agent, which notice shall set forth such details with respect thereto as are reasonably requested by Administrative Agent. Upon receipt of the Fair Market Value Additional Commitment Notice, Administrative Agent shall notify the then existing non-Defaulting Lenders of the terms of such Additional Equipment Commitment Notice and shall be in an integral multiple of $10,000,000. Each each such Lender’s determination pro rata share (in proportion to establish the Applicable Percentages of the non-Defaulting Lenders) of the proposed Additional Commitment Amount. If any Lender rejects the offer to increase its respective Commitment or not establish an Additional Commitmentaccepts only a portion thereof, and the amount of its Additional Commitment, shall be which each Lender may do in its sole and absolute discretion, Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the non-Defaulting Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata in proportion to the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. The terms If any Lender shall not respond to a request by Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. No Defaulting Lender may accept any portion of any Additional Commitment Amount. Administrative Agent shall notify Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) Borrower issuing additional or substitute Notes to the Accepting Lenders and reaffirming its obligations under the original Notes and Loan Documents, as amended pursuant to this Section 10.2, (iii) the Accepting Lenders that have agreed to increase their respective Commitments paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Loans and participations in L/C Obligations and Swingline Loans matches the ratio of its increased Commitment to the aggregate amount of all increased Commitments after giving effect to such Additional Commitment Amount and, after giving effect to their receipt of such payment, the other Lenders’ pro rata shares of outstanding Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Commitments to the aggregate amount of all increased Commitments after giving effect to such Additional Commitment Amount, (iv) Borrower, the Accepting Lenders and Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans (including, without limitation, modifications to the Security Documents) as shall be reasonably acceptable to Borrower, the Accepting Lenders and Administrative Agent and, if the Additional Commitment Amount involves an increase in the Commitments, the Swingline Lender and the L/C Issuer, (v) the Guarantors executing and delivering reaffirmations of the Guaranties in form and substance reasonably satisfactory to Administrative Agent, (vi) Borrower paying all of Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing, and (vii) Borrower paying to the Sole Lead Arranger, the Sole Bookrunner and the Accepting Lenders such fees as are due in connection with the Additional Commitment Amount. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with clause (vii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.2 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the conditions set forth in Section 2.22 shall be satisfied, and (z) the REIT and Borrower shall be in pro forma compliance with the covenants set forth in Section 5.1 after giving effect to any Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements on such date and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an the Additional Commitment Addendum entered into by Amount, and the Borrowerapplication of the proceeds therefrom as if made and applied on such date, the and, Administrative Agent shall have received a certificate certifying as to the satisfaction of each of clauses (x), (y) and (z) dated such date (including calculations in reasonable detail showing pro forma compliance with the covenants in Section 5.1) and executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders establishing such Additional Commitments. An when the Additional Commitment Addendum shall not amend or modify in any respect the provisions Amount becomes effective. Each of the Loan Documents REIT and Borrower agrees to take such further reasonable action as they apply may reasonably be requested by Administrative Agent in connection with any request pursuant to this Section 10.2. (c) Notwithstanding anything to the Tranche A Loanscontrary contained herein, if the Tranche B Loans or any Additional Loans made pursuant to a previous Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Addendum Amount in accordance with clause (b) above, Borrower may designate one or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral more proposed lenders to Administrative Agent to become Lenders under this Agreement with respect to any Loan (other than to provide that proceeds such balance of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans Commitment Amount, subject in each case to the extent provided prior consent by Administrative Agent, the Swingline Lender and the L/C Issuer. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in such Addendum) accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) Borrower issuing new Notes to the new Lenders and reaffirming its obligations under the original Notes and Loan Documents, as amended pursuant to this Section 10.2, (iii) such New Lenders and Accepting Lenders paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that such new Lender’s and, if applicable, Accepting Lenders’ respective pro rata shares of outstanding Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their Commitments as so increased to the aggregate amount of all increased Commitments after giving effect to such Additional Commitment Amount and, after giving effect to their receipt of such payment, the other Lenders’ pro rata shares of outstanding Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Commitments to the aggregate amount of all increased Commitments after giving effect to such Additional Commitment Amount, (iv) Borrower, the new Lenders, any Accepting Lenders (if applicable) and Administrative Agent executing such other documents evidencing the addition of the new Lenders as Lenders hereunder and the adjustment of the Commitments and the Loans (including, without limitation, modifications to the Security Documents) as shall be reasonably acceptable to Borrower, the new Lenders, the Accepting Lenders and Administrative Agent and, if the Additional Commitment Amount involves an increase in the Commitments, the Swingline Lender and the L/C Issuer, (v) the Guarantors executing and delivering reaffirmations of the Guaranties in form and substance reasonably satisfactory to Administrative Agent, (vi) Borrower paying all of Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing, and (vii) Borrower paying to the Sole Lead Arranger, the Sole Bookrunner, the new Lenders and the Accepting Lenders such fees as are due in connection with the Additional Commitment Amount. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with clause (vii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.2 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the conditions set forth in Section 2.22 shall be satisfied, and (z) the REIT and Borrower shall be in pro forma compliance with the covenants set forth in Section 5.1 after giving effect to any Loans to be made on such date and the Additional Commitment Amount, and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall have received a certificate certifying as to the satisfaction of each of clauses (x), (y) and (z) dated such date (including calculations in reasonable detail showing pro forma compliance with the covenants in Section 5.1) and executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders affected therebywhen the Additional Commitment Amount becomes effective. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent necessary to reflect the adjustment of the Commitments and the Loans, the addition of new Lenders and the other matters contemplated by this Section.

Additional Commitments. So long (i) Effective as no Default has occurred of the Amendment Effective Date, each Person listed on Schedule 1 hereto (each, an “Increasing Lender” and is continuingcollectively, the Borrower may request that one or more “Increasing Lenders”) agrees that, on and as of the Lenders establish an Additional Amendment Effective Date, the Commitment pursuant to which of such Increasing Lender shall make Additional Loans in connection with increase by the acquisition by or contribution to amount set forth opposite its name on Schedule 1 (the Borrower of Additional Equipment. The aggregate amount of such increase being referred to herein as such Increasing Lender’s “Additional Commitment”). The parties hereto acknowledge and agree that: (a) the Additional Commitments shall not exceed 75% constitute Commitments in respect of the Fair Market Value Facility, (b) the Commitment Percentage of such Additional Equipment and each Increasing Lender shall be in an integral multiple of $10,000,000. Each Lender’s determination calculated to establish or not establish an Additional Commitment, and the amount of include its Additional Commitment, shall be in its sole Commitment and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or (c) any Additional Loans made by each Increasing Lender pursuant to a previous such Increasing Lender’s Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans included for purposes of calculating such Increasing Lender’s Aggregate Outstanding Revolving Credit to the extent provided of such Additional Loan then outstanding. (a) Upon the effectiveness of the Additional Commitments, each Lender immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Increasing Lender, and each such Increasing Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations under the Amended Credit Agreement in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations under the Amended Credit Agreement in Letters of Credit and (y) participations under the Amended Credit Agreement in Swing Line Loans held by each Lender (including each such Increasing Lender) will equal such Lender’s Commitment Percentage and (b) on the Amendment Effective Date, each Increasing Lender shall make a Revolving Loan to the Parent Borrower in such Addendumamount as determined by the Administrative Agent to be necessary to ensure that all outstanding Revolving Loans shall be held by the Lenders ratably in accordance with their new Commitment Percentages. Revolving Loans made pursuant to clause (b) without the consent of the Lenders affected therebypreceding sentence shall be allocated ratably to each outstanding Borrowing and shall bear interest at the same rates, and have the same Interest Periods, as the Borrowings to which they are allocated.

Additional Commitments. So long (a) On the Third Amendment Effective Date (as no Default has occurred defined below) and is continuingsubject to the terms and conditions set forth herein, (i) each Increasing/Joinder Lender party hereto hereby agrees to provide its respective New Revolving Commitments in the Borrower may request that one or more form of Revolving Credit Commitments under the Amended Credit Agreement, as set forth on Schedule A hereto and (ii) each New Swing Line Euro Lender hereto hereby agrees to provide its respective Swing Line Euro Commitments under the Amended Credit Agreement, as set forth on Schedule B hereto. (b) As of the Third Amendment Effective Date, (i) Schedule 2.01 to the Credit Agreement shall be replaced by the form of Schedule 2.01 to this Amendment (which shall include the amounts set forth on Schedule A hereto) and (ii) Schedule 2.05 to the Credit Agreement shall be replaced by the form of Schedule 2.05 to this Amendment (which shall include the amounts set forth on Schedule B hereto). (c) On the Third Amendment Effective Date, subject to the terms and conditions set forth herein, each of the Lenders establish an Additional Commitment pursuant with existing Revolving Credit Commitments shall assign to which each of the Increasing/Joinder Lenders, and each of the Increasing/Joinder Lenders shall purchase from each of the Lenders with existing Revolving Credit Commitments, at the principal amount thereof, such interests in the Outstanding Amount of Revolving Credit Loans on the Third Amendment Effective Date as shall be necessary in order that after giving effect to all such assignments and purchases, the principal amount of Revolving Credit Loans made by each Lender shall make Additional Loans will be in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Lender’s Pro Rata Share (after giving effect to the New Revolving Commitments shall not exceed 75% in accordance with this Amendment) of the Fair Market Value Outstanding Amount of such Additional Equipment the Revolving Credit Loans. (d) Upon the Third Amendment Effective Date and the assignment and purchase described in Section 2(c) hereof, each Increasing/Joinder Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided participation in an integral multiple all outstanding Swing Line Loans and Letters of $10,000,000. Each Credit in accordance with such Increasing/Joinder Lender’s determination Pro Rata Share thereof (after giving effect to establish the increase in the Revolving Credit Commitments in accordance with this Amendment). (e) If, as a result of the assignment and purchase of the Revolving Credit Loans provided for in Section 2(c) hereof, any payment of Eurocurrency Rate Loans occurs on a day which is not the last day of the applicable Interest Period, the Company will pay to the Administrative Agent for the benefit of any Lender holding a Eurocurrency Rate Loan any loss or not establish an Additional cost incurred by such Lender therefrom in accordance with Section 3.06 of the Credit Agreement. (f) Each New Revolving Commitment shall be deemed for all purposes a Revolving Credit Commitment, and the amount of its Additional Commitment, each Loan made thereunder shall be in its sole and absolute discretiondeemed, for all purposes, a Revolving Credit Loan (the “New Revolving Credit Loans”). The terms and provisions of such Additional Commitments and the Additional New Revolving Credit Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be identical to those set forth in an Additional the Credit Agreement for Revolving Credit Loans. Each New Swing Line Euro Commitment Addendum entered into by shall be deemed for all purposes a Swing Line Commitment for Swing Line Loans denominated in Euros and a Swing Line Euro Commitment, and each Loan made thereunder shall be deemed, for all purposes, a Swing Line Loan denominated in Euros and a Swing Line Euro Loan (the Borrower, the Administrative Agent “New Swing Line Euro Loans”). The terms and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B New Swing Line Euro Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with identical to those set forth in the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyAmended Credit Agreement for Swing Line Euro Loans.

Additional Commitments. So long as (a) In the event that the Borrowers wish to increase the Commitments at any time when no Event of Default has occurred and is continuing, they shall notify the Borrower Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrowers may request that offer to the existing Lenders and, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish Proposed Increase Amount pursuant to Section 1.05(b). (b) Any Lender that accepts an Additional offer to it by the Borrowers to increase its Commitment pursuant to which Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall make Additional Loans in connection with the acquisition be bound by or contribution and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be amended to so increase the Commitment of such Lender. (c) Any additional bank, financial institution or other entity which the Borrowers select to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Lender Supplement with each Borrower and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or other entity (herein called an “Additional Equipment. The aggregate amount Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Lender; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Lender shall be in an integral multiple of amount not less than $10,000,000. Each Lender’s determination 5,000,000. (d) Notwithstanding anything to establish or not establish an Additional Commitmentthe contrary in this Section 1.05, and (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $2,000,000,000, (ii) in no event shall the aggregate principal amount of Loans owed by any Borrower exceed such Borrower’s Sublimit, (iii) no Lender shall have any obligation to increase its Additional Commitment, shall be Commitment unless it agrees to do so in its sole discretion and absolute discretion. The terms (iv) any increase of such Additional Commitments and the Additional Loans pursuant to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, this Section 1.05 shall be subject to the satisfaction of the conditions set forth in Section 5.02(a) (as modified as for extensions of credit made after the Closing Date) and Section 5.02(b) on the applicable Accordion Effective Date. (e) Subject to the terms and conditions hereof, each Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an Additional “Accordion Lender”) shall, on the date upon which its Commitment Addendum entered into by or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans to each Borrower, and each Borrower shall prepay outstanding Loans owing to the Lenders other than such Accordion Lender(s), in amounts such that, after giving effect to the making of such Loans by such Accordion Lender and the prepayment of outstanding Loans owing to Lenders other than such Accordion Lender(s), the aggregate principal amount of Loans owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Accordion Lender(s)) of the aggregate amount of the Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, each Borrower shall pay to the Administrative Agent and Agent, for the account of the Lenders, any amounts owing to such Lenders pursuant to Section 2.12 in respect of Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e). (f) At the time the Borrowers submit a Commitment Increase Notice, they shall advise the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyproposed new Sublimits.

Additional Commitments. So (a) The Parent Borrower shall have the right at any time and from time to time after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default has occurred and or Event of Default is continuing, the Borrower may request then in existence or would result therefrom) on one or more occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided pursuant to clause (vi) below) provide Additional Commitments (and, in connection therewith, to increase the Aggregate Multicurrency Letter of Credit Limit by a ratable amount with respect thereto) and, subject to the Lenders establish applicable terms and conditions contained in this Agreement and the relevant Additional Commitment Agreement, issue Letters of Credit; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Commitment pursuant as a result of any request by the Parent Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to which provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.14(b) and (y) such other conditions set forth in Section 1.14(b) shall have been satisfied, such Lender shall make not be obligated to issue any Letters of Credit, in excess of the amount provided for in Section 1.01 before giving effect to such Additional Loans Commitments provided pursuant to this Section 1.14, (iii) any Lender (and/or one or more other Persons which will become Lenders as provided pursuant to clause (vi) below) may so provide an Additional Commitment without the consent of any other Lender (it being understood and agreed that the consent of the Administrative Agent, the Issuing Agent and the Issuing Lenders, if any (such consent, in either case, not to be unreasonably withheld or delayed) shall be required if any such Additional Commitments are to be provided by a Person which is not already a Lender), (iv) (x) each provision of Additional Commitments on a given date pursuant to this Section 1.14 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (vi) below, banks or other financial institutions who will become Lenders)) of at least $1,000,000 and (y) the aggregate amount of Additional Commitments provided pursuant to this Section 1.14 shall not exceed $100,000,000, (v) the up-front fees payable to any Person providing an Additional Commitment in accordance with this Section 1.14 shall be as set forth in the relevant Additional Commitment Agreement, (vi) if, on or after the tenth Business Day following the request by the Parent Borrower of the then existing Lenders (other than Defaulting Lenders) to provide Additional Commitments pursuant to this Section 1.14 on the terms to be applicable thereto, the Parent Borrower has not received Additional Commitments in an aggregate amount equal to that amount of the Additional Commitments which the Parent Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Parent Borrower to the Administrative Agent as provided above), then the Parent Borrower may request Additional Commitments from other Lenders and/or other NAIC approved banks or financial institutions (unless otherwise agreed by the Parent Borrower and the Administrative Agent) in aggregate amount equal to such deficiency on terms which are no more favorable to such other bank or financial institution in any respect than the terms offered to the existing Lenders, and (vii) all actions taken by the Parent Borrower pursuant to this Section 1.14 shall be done in coordination with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.14, (i) the Parent Borrower, each Designated Subsidiary Borrower, the Administrative Agent and each such Lender or other bank or financial institution which agrees to provide an Additional Commitment (each, an “Additional Lender”) shall execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit I, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection with therewith and the acquisition by or contribution satisfaction of the other conditions in this Section 1.14 to the reasonable satisfaction of the Administrative Agent), (ii) all of the outstanding Non-Fronted Letters of Credit shall have been (A) amended or (B) returned by each respective beneficiary to the Issuing Agent and either cancelled and/or exchanged for new or amended Non-Fronted Letters of Credit, which, in the case of (A) and (B), give effect to such Additional Commitment, (iii) if such Additional Lender is issuing Letters of Credit for the account of a U.S. Borrower or U.S. Borrowers, such Additional Lender shall provide to such U.S. Borrower or U.S. Borrowers the appropriate Internal Revenue Service forms (and, if applicable a Section 3.04(b)(ii) Certificate) described in Section 3.04(b), (iv) the Parent Borrower and each Designated Subsidiary Borrower shall deliver to the Administrative Agent resolutions authorizing the incurrence of the Obligations to be incurred pursuant to each Additional EquipmentCommitment, together with evidence of good standing of the Parent Borrower and each Designated Subsidiary Borrower (if requested) in the case of Designated Subsidiary Borrowers organized under the laws of the United States or any State thereof, or any other jurisdiction where the concept of “good standing” is applicable, and (v) the Parent Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Parent Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Commitments and (y) on each such date Annex I shall not exceed 75% be deemed modified to reflect the revised Commitments of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyLenders.

Additional Commitments. So long as no Default has occurred At any time and is continuingfrom time to time on and after the Second Restatement Effective Date and prior to the Final Maturity Date, the Borrower Parent and Corp. may request that one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lender) or assume a Commitment (in the Lenders establish an Additional case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to which any such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and request shall be in an integral multiple aggregate amount of at least $10,000,0009,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $75,000,000. Each Parent, Corp. and each such Lender or other lending institution (each, an “Assuming Lender”) which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such Lender’s determination Commitment to establish or not establish an Additional Commitmentbe effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, and the amount of its Additional Commitment, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in its sole and absolute discretionconformity with the requirements of Section 1.06. The terms of such Additional Commitments and Notwithstanding anything to the Additional Loans contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to be made thereunderthis Section 1.16, including funding provisionseach Borrower shall, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of certain Lenders establishing and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Additional CommitmentsLenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). An Additional Commitment Addendum shall not amend or modify in It is hereby agreed that any respect the provisions breakage costs of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made type described in Section 1.12 incurred by the Borrower Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be shared pro rata with for the Additional Loans to the extent provided in such Addendum) without the consent account of the Lenders affected therebyrespective Borrowers.

Additional Commitments. So long as no Default has occurred (a) The Company shall have the right, at any time and is continuingfrom time to time, after the Effective Date and prior to the Commitment Expiration Date (b) The effectiveness of Additional Commitments pursuant to this Section 2.27 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Borrower Administrative Agent and each existing Lender or Eligible Person, as the case may request that one or more of the Lenders establish be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit H or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith and the satisfaction of the other conditions set forth in this Section 2.27 to the reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional Commitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to which such Lender each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall make Additional Loans in connection with the acquisition by or contribution have delivered to the Borrower Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of Additional Equipmentcounsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all purposes of, this Agreement and each other Credit Document shall be increased by the aggregate amount of such Additional Commitments shall not exceed 75% of Commitments, (y) on each such date, the Fair Market Value of such Additional Equipment and Commitment Schedule shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected thereby.deemed modified to

Additional Commitments. So long as (a) In the event that the Borrower wishes to increase the Commitments at any time when no Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Proposed Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that the aggregate amount of any such increase in Commitments shall be at least $10,000,000. The Borrower may request that offer to the existing Lenders and, with the consent of the Administrative Agent, the Swingline Lender and any Issuing Lenders (which consents shall not be unreasonably withheld), one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Lenders establish Proposed Increase Amount pursuant to Section 1.05(b). (b) Any Lender that accepts an Additional offer to it by the Borrower to increase its Commitment pursuant to which Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon such Lender shall make be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.01 shall be deemed to be amended to so increase the Commitment of such Lender. (c) Any additional bank, financial institution or other entity which the Borrower selects to offer participation in the increased Commitment and which elects to become a party to this Agreement and provide a Commitment in an amount so offered and accepted by it pursuant to Section 1.05(a) shall execute an Additional Loans in connection Lender Supplement with the acquisition by Borrower and the Administrative Agent, substantially in the form of Exhibit G, whereupon such bank, financial institution or contribution other entity (herein called an “Additional Lender”) shall become a Lender for all purposes and to the Borrower same extent as if originally a party hereto and shall be bound by and entitled to the benefits of Additional Equipment. The aggregate amount this Agreement, and Schedule 1.01 shall be deemed to be amended to add the name and Commitment of such Additional Commitments shall not exceed 75% Lender; provided that the Commitment of the Fair Market Value of any such Additional Equipment and Lender shall be in an integral multiple of amount not less than $10,000,000. Each 5,000,000. (d) Notwithstanding anything to the contrary in this Section 1.05, (i) in no event shall any transaction effected pursuant to this Section 1.05 cause the Total Commitments to exceed $400,000,000, and (ii) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. (e) Subject to the terms and conditions hereof, each Additional Lender and each Lender that executes a Commitment Increase Supplement or Additional Lender Supplement, as the case may be, pursuant to Section 1.05(b) (each, an “Accordion Lender’s determination ”) shall, on the date upon which its Commitment or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make a Revolving Loan to establish or not establish an Additional Commitmentthe Borrower, and the Borrower shall prepay outstanding Revolving Loans owing to the Lenders other than such Accordion Lender(s), in amounts such that, after giving effect to the making of such Revolving Loan by such Accordion Lender and the prepayment of outstanding Revolving Loans owing to Lenders other than such Accordion Lender(s), the aggregate principal amount of its Additional Commitment, Revolving Loans owing to each Lender shall be in its sole and absolute discretion. The terms equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions Accordion Lender(s)) of the Loan Documents as they apply to aggregate amount of the Tranche A LoansRevolving Loans outstanding on such Accordion Effective Date. On such Accordion Effective Date, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans pay to the extent provided in such Addendum) without Administrative Agent, for the consent account of the Lenders, any amounts owing to such Lenders affected therebypursuant to Section 2.12 in respect of Revolving Loans prepaid on such Accordion Effective Date pursuant to this Section 1.05(e).

Additional Commitments. So long as (a) Subject to the terms and conditions hereof, at any time after the Closing Date and prior to Maturity Date, provided that no Event of Default has occurred and is continuingcontinuing and that the Borrower is in pro forma compliance with the financial covenants in Section 5.1(1) (assuming the full incurrence and application of the new Indebtedness in question), the Borrower may request that one or more of the Lenders establish or any other Persons provide additional Commitments (each, an “Additional Commitment”) which shall serve to increase the aggregate existing Commitments, such that further Borrowings under the Revolving Credit become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment pursuant Agreement and executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, the Additional Commitment in question shall become effective, and (i) the Agent shall promptly notify each Lender as to which such agreement, and (ii) Schedule 2.1 shall be deemed to be modified accordingly. (c) Notwithstanding anything to the contrary in this Agreement: (i) no Additional Commitment shall require the consent of any Lender other than the Additional Lender in question, but each Additional Commitment shall require the approval of the Administrative Agent and the Issuing Bank, not to be unreasonably withheld; (ii) no Lender shall make have any obligation to acquire any Additional Loans Commitment unless it agrees to do so in connection with its sole discretion; (iii) no Lender shall have the acquisition by right to acquire any Additional Commitment or contribution to receive prior notice thereof, regardless of the Borrower of Additional Equipment. The fact that its share in the aggregate Commitments is reduced thereby; (iv) the aggregate amount of such all Additional Commitments shall not exceed 75% U.S.$50,000,000; (v) no amount of the Fair Market Value of such Additional Equipment and Commitments requested at any one time shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish less than U.S.$10,000,000; and (vi) the Borrower may pay such up-front, arrangement or not establish an Additional Commitment, and the amount of its Additional Commitment, shall other fees as may be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into agreed by the Borrower, the Administrative Agent and any Additional Lender in connection with the Lenders establishing provision by such Additional Commitments. An Lender of an Additional Commitment Addendum Commitment; (d) For greater certainty, any Additional Lender shall not amend or modify be entitled to share pro rata in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments prepayments made by the Borrower pursuant to Section 2.9, and the obligations of the Credit Parties under any such Additional Commitment shall be shared pro rata secured pari passu with the Additional Loans to the extent provided in such Addendum) without the consent other obligations of the Lenders affected therebyCredit Parties under the Security Documents.

Additional Commitments. So long (A) KEL may notify the Facility Agent (such notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to increase the Total Commitments by the provision of additional commitments under the Facility (each such increase or, as the case may be, assumption in commitments being an “Additional Commitment”), provided that, (i) the Additional Commitment Notice shall be delivered prior to the expiry of the Availability Period; (ii) the increase in and/or, as the case may be, assumption of Additional Commitments is to take effect before the expiry of the Availability Period and the maximum aggregate amount of Additional Commitments (including all previous increases in and/or assumptions of Additional Commitments) shall not exceed US$40,000,000; and (iii) no Event of Default has occurred and is continuingcontinuing or would arise as a result of the provision of the Additional Commitment; and (iv) the terms of the Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to the terms of this Agreement in the same manner as the existing Commitments. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of clause 3.2(A) above are fulfilled; and (ii) specify the date upon which the Additional Commitment is anticipated to be made available to the Borrower may request (the “Additional Commitment Date”); and (C) In the event that one an Additional Lender is not a Party to this Agreement, KEL shall procure that on or more prior to the Additional Commitment Date, such Additional Lender: delivers a Lender Accession Notice in the form set out in Schedule 12 (Form of Lender Accession Notice) duly completed and signed on behalf of the Lenders establish an Additional Lender and specifying its Additional Commitment pursuant to which such the Facility Agent. (D) Subject to the conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Loans Commitment for Utilisation under the Facility in connection accordance with the acquisition by or contribution terms of this Agreement (as amended); (ii) the Additional Commitment shall rank pari passu with respect to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% existing Commitments; and (iii) any necessary rebalancing of the Fair Market Value of such Additional Equipment Commitments and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and outstandings under the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments Facility and the Additional Loans Commitment provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made thereundermade, including funding provisionsat the Borrower’s election, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an by the Borrower either: (a) making utilisations from the Additional Commitment Addendum entered into in priority to utilisations from Commitments under the Facility or to effect a prepayment under the Facility to the existing Lenders (which amount may be redrawn by the Borrower); or (b) making its first utilisation under the Additional Commitment on the last day of the then Interest Period, in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (E) Each Additional Lender shall become a party to the Administrative Agent Finance Documents (and be entitled to share in the Lenders establishing Security created under the Security Documents, and benefit from the Deed of Guarantee, in accordance with the terms of the Finance Documents) if such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply Lender accedes to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata Finance Documents in accordance with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyFinance Documents.

Additional Commitments. So long as no Default has occurred At any time and is continuingfrom time to time on and after the Effective Date and prior to the Final Maturity Date, the Borrower Parent and Corp. may request that one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lender) or assume a Commitment (in the Lenders establish an Additional case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to which any such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and request shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the aggregate amount of at least $9,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $75,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its Additional Commitmentexisting, or assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such Lender's Commitment to be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in its sole and absolute discretionconformity with the requirements of Section 1.06. The terms of such Additional Commitments and Notwithstanding anything to the Additional Loans contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to be made thereunderthis Section 1.16, including funding provisionseach Borrower shall, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of certain Lenders establishing and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Additional CommitmentsLenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). An Additional Commitment Addendum shall not amend or modify in It is hereby agreed that any respect the provisions breakage costs of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made type described in Section 1.12 incurred by the Borrower Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be shared pro rata with for the Additional Loans to the extent provided in such Addendum) without the consent account of the Lenders affected therebyrespective Borrowers.

Additional Commitments. So long as no Default has occurred and is continuingBorrower shall have the right, at any time prior to the Initial Maturity Date, but in any case not more than three (3) times, to cause the Administrative Agent to increase the total Commitments up to $750,000,000, subject to the following: (a) Any request for increase in the total Commitments shall be by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent ten (10) days (or such shorter period as the Administrative Agent may request that one or more accept in its reasonable discretion) prior to the date upon which the Borrower shall desire such increase to become effective, and shall set forth (1) the requested amount of the Lenders establish an additional commitment (the “Additional Commitment pursuant to Amount”), which such Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and Commitment Amount shall be in the minimum amount of $25,000,000 and an integral multiple of $10,000,0005,000,000 in excess thereof and (2) such details with respect thereto as are reasonably requested by the Administrative Agent. (b) The aggregate amount of the Lenders’ Commitments after giving effect to the Additional Commitment Amount shall not exceed $750,000,000. (c) [reserved] (d) Upon receipt of the Additional Commitment Notice, the Arrangers shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange for additional lenders with Commitments aggregating up to the Additional Commitment Amount. Each The Arrangers shall submit a list of additional proposed syndicate members to the Borrower for its review and approval, which approval shall not be unreasonably withheld or delayed; provided that the foregoing shall not be deemed to prohibit the Borrower for submitting to the Arrangers a list of additional proposed syndicate members for their review. If any proposed lenders are approved by the Administrative Agent, the Issuing Bank, the Swingline Lender and the Borrower (such approval, in each case, not to be unreasonably withheld, delayed or conditioned) (it being acknowledged that any existing Lender (other than any Defaulting Lender) shall not require further approval hereunder), such lenders shall become additional Lenders under this Agreement (or, in the case of existing Lenders who are willing to increase their Commitments hereunder, continue as Lenders under this Agreement) in accordance with their respective Commitments at the time such Commitments become effective under this Agreement without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) to the extent any Note is requested by any new or existing Lender, the Borrower issuing such Note to such Lender, (iii) such new and existing Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each such Lender’s determination pro rata share of outstanding Loans and LC Exposure matches the ratio of its Commitment to establish or not establish an the aggregate amount of all Commitments after giving effect to the Additional CommitmentCommitment Amount, (iv) the Borrower paying to the existing Lenders the amounts payable, if any, to such existing Lenders pursuant to Section 2.16 as a result of the prepayment of any such Loans, (v) the Loan Parties, the new and existing Lenders and the amount Administrative Agent executing such other documents evidencing the addition of its Additional Commitment, new Lenders hereunder and the adjustment of the Commitments and Loans as shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans reasonably acceptable to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A LoansIssuing Bank, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from (vi) the Borrower or proceeds paying the Arrangers for the account of collateral with respect each new Lender and each existing Lender that is increasing its Commitment such upfront fees, if any, as shall be agreed to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower and such Lender (or the Arrangers on behalf of such Lender), (vii) the Borrower paying the Arrangers such fees, if any, as shall be shared pro rata agreed to by the Borrower and the Arrangers prior to the Arrangers commencing their efforts under this paragraph (d) and (viii) the Borrower paying all of the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the Additional Loans foregoing. (e) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent provided in such Addendum) without necessary to reflect the consent adjustment of the Lenders affected thereby.Commitments and the Loans contemplated by this Section

Additional Commitments. So long (i) Notwithstanding anything in this Section 11.12 to the contrary, at any time after the Closing Date and from time to time prior to the Revolving Facility Maturity Date this Agreement may be amended (or amended and restated) to give effect to (a) an increase to the Revolving Commitments on the same terms and conditions as no Default has occurred the existing Revolving Commitments, (b) additional commitments to make term loans with terms identical to the Term Loan and/or (c) additional commitments to make term loans to be structured as a separate term loan tranche with terms different from the Term Loan (each such increase to the Revolving Commitments and/or establishment of a new tranche of term loans being referred to herein as an “Incremental Facility,” and is continuing, all such increases being referred to collectively herein as the Borrower may request that one or more of the Lenders establish an Additional Commitment pursuant “Incremental Facilities”) to which such Lender shall make Additional Loans in connection with the acquisition by or contribution be made to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be by an agreement in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum writing entered into by the Borrower, the Administrative Agent and each Person (including any then existing Lender) that shall agree to provide any portion of such Incremental Facility (but without the consent of any other Lender), and each such Person that shall not already be a Lender shall, at the time such agreement becomes effective, become a Lender with the same effect as if it had already been a Lender under this Agreement with the Revolving Commitment and/or term loans set forth in such Agreement; provided, however, that: (i) the aggregate principal amount of all such Incremental Facilities structured as increases to the Revolving Commitments effected after the Closing Date pursuant to this Section 11.12(b) plus the amount of the Total Revolving Commitment as of the Closing Date shall not exceed $200,000,000, (ii) the aggregate principal amount of all such Incremental Facilities effected after the Closing Date pursuant to this Section 11.12(b) shall not exceed $200,000,000, (iii) each such increase effected pursuant to this Section 11.12(b) shall be in a minimum amount of $10,000,000 (and integral multiples of $1,000,000 in excess thereof), (iv) all representations and warranties in Article VI hereof must be true and correct in all material respects upon giving effect to any such Incremental Facility, and no Default or Event of Default shall have occurred and be continuing at the time of such request and on the date of any such increase (assuming a Borrowing in respect of any applicable increases to the Revolving Commitments), (v) no Commitment of any Lender shall be increased without the consent of such Lender, (vi) all fees and expenses owing in respect of such increase to the Administrative Agent and the Lenders establishing shall have been paid, (vii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of any such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions Incremental Facility (assuming a Borrowing of the Loan Documents as they apply entire Incremental Facility in respect of any applicable increases to the Tranche A Loans, Revolving Commitments) and the Tranche B Loans or concurrent retirement of any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority Indebtedness of payments from the Borrower or proceeds any Subsidiary, (A) the Credit Parties would be in compliance with the financial covenant set forth in Section 8.07 and (B) the Consolidated Total Net Leverage Ratio shall be equal to or less than 4.25 to 1.00, in each case as of collateral the last day of the most recently ended fiscal quarter of the Borrower for which the Administrative Agent has received the Required Financial Information, (viii) with respect to any Loan Incremental Facility structured as a separate term loan tranche, the “all-in yield” (other than including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year life to provide that proceeds maturity and the remaining life to maturity for the purposes of collateral and other payments made by determining any increases to the Borrower shall be applicable interest rate margin), but excluding any structuring, arrangement, underwriting or similar fees paid or payable to the applicable lead arranger for such facility not shared pro rata with the Additional applicable lenders) applicable to such Incremental Facility may not exceed the total “all-in yield” (determined on the same basis) for any then-existing series of Term Loans by more than 0.50% without a corresponding increase in the all-in yield applicable to such existing Term Loans so that such all-in yield applicable to such existing Term Loans is 0.50% less than that applicable to such Incremental Facility (it being understood that the Applicable Margin for such existing Term Loans may be increased and/or additional fees may be paid to the Lenders holding such existing Term Loans to the extent provided necessary to satisfy such requirement), (ix) the final maturity date of any additional Incremental Facility structured as a separate term loan tranche shall be no earlier than the latest Maturity Date hereunder or, if later, the maturity date of any Incremental Facility then in effect, (x) the weighted average life to maturity of any such Addendum) without Incremental Facility structured as a separate term loan tranche shall not be shorter that the consent remaining average weighted life to maturity of the Term Loan (without giving effect to any prepayments thereof), (xi) subject to the limitations set forth above, the interest rate margin, weighted average life to maturity and final maturity applicable to any such Incremental Facility structured as a separate term loan tranche shall be determined at the time such Incremental Facility is made available by the Borrower and the Lenders affected thereby.providing such Incremental Facility and (xii) subject to the limitations set forth above, all other terms applicable to any Incremental Facility structured as a separate term loan tranche, if not consistent with the existing Term Loans, must be more favorable to the Borrower or reasonably acceptable to the Administrative Agent. The Loans and Commitments established pursuant to this Section 11.12(b) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Borrower may offer, in consultation with the Administrative Agent, the increase to (i) existing Lenders (but no Lender will have an obligation to increase its Commitment hereunder) and (ii) if necessary because the requested commitments for such Incremental Facility cannot be obtained from existing Lenders, any third party financial institutions that otherwise would qualify as Eligible Assignees (in each case which must be reasonably acceptable to the Administrative Agent in the case of any such Person providing additional Revolving Commitments hereunder). Upon the establishment pursuant to this Section

Additional Commitments. So long as Provided there exists no Default has occurred and is continuingor Event of Default, the Borrower may request that from time to time request: (i) any one or more of the existing Lenders establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition increase their respective Commitments, or (ii) request other financial institutions first approved by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional CommitmentAgent, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of , to agree to a Commitment (each such Additional existing Lender who has agreed to increase its Commitment or such other financial institution who has agreed to provide a new Commitment, an “Acceding Lender”), so that the total Commitments and the Additional Loans Maximum Amount may be increased by up to no more than Ninety-Five Million Dollars ($95,000,000) in the aggregate (for a maximum of total Commitments of One Hundred Fifty Million Dollars ($150,000,000)). Each such increase and new Commitment shall be subject to the prior satisfaction of the following conditions, as determined by Agent: (1) Borrower shall have requested the increased or new Commitment in writing to Agent not less than thirty (30) days prior to the effective date of the proposed new or increased Commitment; (2) the applicable Acceding Lender shall have underwritten and approved by its credit committees the proposed new or increased Commitment; (3) there shall exist no Default or Event of Default both at the time of the request for the increase or new Commitment and at the time at which the increase or new Commitment becomes effective; (4) Agent and the Requisite Lenders shall have provided their prior written consent to such increase or new Commitment, which consent shall be a matter of their sole and absolute discretion; (5) Borrower shall deliver to Agent all documents (including, without limitation, new Notes and Loan Document modifications as Agent may reasonably request), legal opinions, certificates and instruments as Agent may require in its sole and absolute discretion in connection with such increase in the Commitments or new Commitment and shall pay all fees owing hereunder or under the Fee Letter in connection with such increased or new Commitment; (6) no event, circumstance or condition shall exist which reasonably could be expected to have a Material Adverse Effect; (7) as of the date of such increase or new Commitment, the representations and warranties contained in the Loan Documents shall be true and correct in all material respects, with the same force and effect as if made on and as of such date (except to the extent of changes in facts or circumstances that have been disclosed to the Lenders and do not constitute a Default or Event of Default under this Agreement or any other Loan Document, and except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date); and (8) each Acceding Lender shall have delivered to Agent, an Accession Agreement in substantially the form of Exhibit H hereto (an “Accession Agreement”) with Borrower and Agent and assuming thereunder an increased Commitment or a new Commitment in an amount to be made thereunderagreed upon by Borrower, such Acceding Lender and Agent, to make Loans pursuant to the terms hereof together with such other documents, instruments and agreements as Agent may require, including funding provisionsa completed and executed administrative details reply, conditions precedentadministrative questionnaire or similar document in form satisfactory to Agent. A new Acceding Lender shall become party to this Agreement by entering into an Accession Agreement. Upon the due execution and delivery of each Accession Agreement and satisfaction of the foregoing conditions, amortizationthe Maximum Amount shall thereupon be increased by the amount of such Acceding Lender’s Commitment; provided, interest, fees, prepayment requirements and other matters relating that Agent shall have given its prior written consent to such Additional Commitments accession, as Agent. No Lender is obligated to increase its Commitment under any circumstances whatsoever, and Additional Loansno Lender’s Commitment may be increased except by its execution and delivery of an Accession Agreement. On the effective date specified in any duly executed and delivered Accession Agreement: (1) the Acceding Lender, to the extent not already a Lender, shall be set forth a “Lender” hereunder and a party hereto, entitled to the rights and benefits, and subject to the duties, of a Lender under the Loan Documents, (2) Schedule C hereto shall be deemed to be amended to reflect (a) the name, address, Commitment, Pro Rata Share of such Acceding Lender, (b) the Maximum Amount as increased by such Acceding Lender’s Commitment, and (c) the changes to the other Lenders’ respective Pro Rata Shares and any changes to the other Lenders’ respective Commitments (in the event such Lender is also the Acceding Lender) resulting from such assumption and such increased Maximum Amount, and (3) Schedule D shall be deemed to be amended to reflect such Acceding Lender’s wire transfer instructions specified in its Accession Agreement. Each Lender’s Pro Rata Share shall be recalculated to reflect the new proportionate share of the revised total Commitments and increased Maximum Amount. Upon request of any Acceding Lender, Borrower shall issue a Revolving Loan Note to evidence the Principal Amount of such Lender’s Commitment. All new Loans occurring after an Additional Commitment Addendum entered into by increase of the Borrower, the Administrative Agent total Commitments and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower Maximum Amount shall be shared pro rata funded in accordance with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyeach Lender’s revised Pro Rata Share.

Additional Commitments. (a) So long as no Default has occurred and is continuingor Event of Default then exists or would result therefrom, the Borrower may Borrower, in consultation with the Administrative Agent, shall have the right at any time and from time to time on or prior to the 180th day prior to the original Maturity Date and upon at least 30 days’ prior written notice to the Administrative Agent, to request on one or more occasions that one or more of Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Commitments and, subject to the Lenders establish applicable terms and conditions contained in this Agreement and the relevant Additional Commitment Agreement, make Revolving Loans pursuant to Section 1.01; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Additional Commitment pursuant as a result of any request by the Borrower, (ii) until such time, if any, as (x) such Lender has agreed in its sole discretion to which provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Lender shall make Additional Loans not be obligated to fund any Revolving Loans, or participate in connection with the acquisition by or contribution to the Borrower any Letters of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% Credit, in excess of the Fair Market Value of such Additional Equipment and shall be amounts provided for in an integral multiple of $10,000,000. Each Lender’s determination to establish Sections 1.01 or not establish an Additional Commitment2.03, and as the amount of its Additional Commitmentcase may be, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating before giving effect to such Additional Commitments provided pursuant to this Section 1.16, (iv) any Lender (or, in the circumstances contemplated by clause (viii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Commitment without the consent of any other Lender (it being understood and agreed that the consent of the Administrative Agent shall be required if any such Additional LoansCommitments are to be provided by a Person which is not already a Lender, which consent shall not be unreasonably withheld or delayed), (v) each provision of Additional Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (viii) below, Eligible Transferees who will become Lenders)) of at least $50,000,000, (vi) the aggregate amount of all Additional Commitments permitted to be provided pursuant to this Section 1.16, shall not exceed $250,000,000, (vii) the up-front fees payable to any Lender (including any Eligible Transferee that will become a Lender as contemplated by clause (viii) below) providing an Additional Commitment shall be as set forth in an the relevant Additional Commitment Addendum entered into Agreement, (viii) the Borrower shall have the right, in addition to requesting the then existing Lenders to provide Additional Commitments pursuant to this Section 1.16, to request Additional Commitments from Persons which would qualify as Eligible Transferees hereunder, provided that any such Additional Commitments provided by any such Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $5,000,000, and (ix) all actions taken by the Borrower pursuant to this Section 1.16(a) shall be done in consultation with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.16, (i) the Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Additional Commitment (each, an “Additional Lender”) shall execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit M, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith, the satisfaction of any conditions precedent that may be set forth in such Additional Commitment Agreement and the satisfaction of the other conditions in this Section 1.16(b) to the reasonable satisfaction of the Administrative Agent), (ii) the Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of the Lenders, and incur additional Revolving Loans from other Lenders, in each case so that the Lenders establishing continue to participate in the Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in such Commitments pursuant to this Section 1.16) and with the Borrower being obligated to pay the respective Lenders the costs of the type referred to in (and in accordance with the provisions of) Section 1.12 as a result of any such repayment and/or Borrowing, and (iii) the Borrower shall deliver to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinion of counsel delivered to the Administrative Agent on the Effective Date pursuant to Section 5.02. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Commitment Date, and (w) on each such date, the Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Additional Commitments. An , (x) on each such date, Schedule I shall be deemed modified to reflect the revised Revolving Loan Commitments, (y) upon surrender of any old Revolving Loan Notes by the respective Additional Commitment Addendum shall not amend or modify Lender (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the Borrower), to the extent requested by any respect Additional Lender, a new Revolving Loan Note be issued, at the provisions expense of the Loan Documents as they apply Borrower, to such Additional Lender, to be in conformity with the requirements of Section 1.06 (with appropriate modifications) to the Tranche A Loans, extent needed to reflect the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority revised Commitments of payments from the Borrower or proceeds of collateral such Lender and (z) on each such date with respect to any Loan (other than all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to provide that proceeds of collateral and other payments made the participations by the Borrower shall be shared pro rata with the Additional Loans to the extent provided Lenders in such Addendum) without Letters of Credit and Unpaid Drawings to reflect the consent new Percentages of the Lenders affected therebyLenders.

Additional Commitments. So long as Borrower shall have the right, no Default has occurred more than two (2) times during the term of the Loan, to request that Administrative Agent permit additional Revolving Loan Commitments and/or Term Loan Commitments to be added under the terms of this Agreement in excess of the Lenders’ then outstanding Revolving Loan Commitments and is continuingTerm Loan Commitments in a minimum increment of at least Twenty Five Million Dollars ($25,000,000.00) in excess of the Lenders’ then outstanding Revolving Loan Commitments and Term Loan Commitments (the requested amount being, the Borrower may request that one or more of the Lenders establish an “Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Amount”), subject to the Borrower of Additional Equipment. following: (a) The aggregate amount of such Additional the Lenders’ Commitments shall not exceed 75% One Billion Dollars ($1,000,000,000.00). (b) Any such request shall be made by Borrower giving written notice (the “Additional Commitment Notice”) to Administrative Agent, which notice shall set forth such details with respect thereto as are reasonably requested by Administrative Agent, including, without limitation, whether the Additional Commitment Amount shall increase the then outstanding Revolving Loan Commitments or the then outstanding Term Loan Commitments. Upon receipt of the Fair Market Value Additional Commitment Notice, Administrative Agent shall notify the then existing non-Defaulting Lenders of the terms of such Additional Equipment Commitment Notice and shall be in an integral multiple of $10,000,000. Each each such Lender’s determination pro rata share (in proportion to establish the Applicable Percentages of the non-Defaulting Lenders) of the proposed Additional Commitment Amount and whether such Additional Commitment Amount shall increase the then outstanding Revolving Loan Commitments or not establish an Additional CommitmentTerm Loan Commitments. If any Lender rejects the offer to increase its respective Revolving Loan Commitments or Term Loan Commitments or accepts only a portion thereof, and the amount of its Additional Commitment, shall be which each Lender may do in its sole and absolute discretion, Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the non-Defaulting Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata in proportion to the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. The terms If any Lender shall not respond to a request by Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. No Defaulting Lender may accept any portion of any Additional Commitment Amount. Administrative Agent shall notify Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) Borrower issuing additional or substitute Notes to the Accepting Lenders and reaffirming its obligations under the original Notes and Loan Documents, as amended pursuant to this Section 10.17, (iii) with respect to any Additional Commitment Amount that results in an increase in the Revolving Loan Commitments, the Accepting Lenders that have agreed to increase their respective Revolving Loan Commitments paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of its increased Revolving Commitment to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount and, after giving effect to their receipt of such payment, the other Revolving Lenders’ pro rata shares of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Revolving Commitments to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount, (iv) Borrower, the Accepting Lenders and Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans (including, without limitation, modifications to the Security Documents) as shall be reasonably acceptable to Borrower, the Accepting Lenders and Administrative Agent and, if the Additional Commitment Amount involves an increase in the Revolving Loan Commitments, the Swingline Lender and the L/C Issuer, (v) the Guarantors executing and delivering reaffirmations of the Guaranties in form and substance reasonably satisfactory to Administrative Agent, (vi) Borrower paying all of Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing, (vii) Borrower paying to Administrative Agent such fees as are due pursuant to the Fee Letter, and (viii) the understanding that, with respect to any Additional Commitment Amount that results in an increase in the Term Loan Commitments, the only Term Loan Lenders that shall have any obligation to fund such Additional Commitment Amount shall be the Accepting Lenders that increase their Term Loan Commitments, which shall be several obligations of such Accepting Lenders and which funding shall be in proportion to the respective shares of such Additional Commitments and Commitment Amount that such Accepting Lenders were allocated in response to the Additional Commitment Notice. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with clause (vii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.17 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the conditions set forth in Section 4.02 shall be satisfied, and (z) the REIT and Borrower shall be in pro forma compliance with the covenants set forth in Section 6.01 after giving effect to any Loans to be made thereunderon such date and the Additional Commitment Amount, and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall have received a certificate certifying as to the satisfaction of each of clauses (x), (y) and (z) dated such date (including funding provisionscalculations in reasonable detail showing pro forma compliance with the covenants in Section 6.01) and executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders when the Additional Commitment Amount becomes effective. Each of the REIT and Borrower agrees to take such further reasonable action as may reasonably be requested by Administrative Agent in connection with any request pursuant to this Section 10.17. (c) Notwithstanding anything to the contrary contained herein, conditions precedentif the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with clause (b) above, amortizationBorrower may designate one or more proposed lenders to Administrative Agent (and, interestif such Additional Commitment Amount would involve an increase in the Revolving Commitments, fees, prepayment requirements the Swingline Lender and other matters relating the L/C Issuer) to become Lenders under this Agreement with respect to such Additional Commitments and Additional Loans, shall be set forth in an balance of the Additional Commitment Addendum entered into Amount, subject in each case to the prior consent by Administrative Agent (and, if such Additional Commitment Amount would involve an increase in the BorrowerRevolving Commitments, the Administrative Agent Swingline Lender and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum L/C Issuer), which approvals shall not amend be unreasonably withheld or modify delayed if such proposed lenders meet the standards of an Eligible Institution. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any respect the provisions other Lenders, subject, however, to (i) no Default or Event of the Loan Documents as they apply Default being in existence at such time, (ii) Borrower issuing new Notes to the Tranche A Loansnew Lenders and reaffirming its obligations under the original Notes and Loan Documents, the Tranche B Loans or any Additional Loans made as amended pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral this Section 10.17, (iii) with respect to any Additional Commitment Amount that results in an increase in the Revolving Loan (other than Commitments, such New Lenders that have agreed to provide Revolving Loan Commitments and Accepting Lenders paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that proceeds such new Lender’s and, if applicable, Accepting Lenders’ respective pro rata shares of collateral outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their Revolving Commitments as so increased to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount and, after giving effect to their receipt of such payment, the other Revolving Lenders’ pro rata shares of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Revolving Commitments to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount, (iv) Borrower, the new Lenders, any Accepting Lenders (if applicable) and Administrative Agent executing such other documents evidencing the addition of the new Lenders as Lenders hereunder and the adjustment of the Commitments and the Loans (including, without limitation, modifications to the Security Documents) as shall be reasonably acceptable to Borrower, the new Lenders, the Accepting Lenders and Administrative Agent and, if the Additional Commitment Amount involves an increase in the Revolving Loan Commitments, the Swingline Lender and the L/C Issuer, (v) the Guarantors executing and delivering reaffirmations of the Guaranties in form and substance reasonably satisfactory to Administrative Agent, (vi) Borrower paying all of Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing, (vii) Borrower paying to the Joint Lead Arrangers, the Sole Bookrunner, the new Lenders and the Accepting Lenders such fees as are due in connection with the Additional Commitment Amount and (viii) the understanding that, with respect to any Additional Commitment Amount that results in an increase in the Term Loan Commitments, the only Term Loan Lenders that shall have any obligation to fund such Additional Commitment Amount shall be the new Lenders that have been approved pursuant to this Section 10.17(c) and any Accepting Lenders that are Term Loan Lenders, which shall be several obligations of such new Lenders and Accepting Lenders and which funding shall be in proportion to the respective shares of such Additional Commitment Amount that such new Lender and Accepting Lenders were allocated in response to the Additional Commitment Notice. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments made by received from the Accepting Lenders in accordance with clause (vii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.17 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the conditions set forth in Section 4.02 shall be satisfied, and (z) the REIT and Borrower shall be shared in pro rata forma compliance with the covenants set forth in Section 6.01 after giving effect to any Loans to be made on such date and the Additional Loans Commitment Amount, and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall have received a certificate certifying as to the satisfaction of each of clauses (x), (y) and (z) dated such date (including calculations in reasonable detail showing pro forma compliance with the covenants in Section 6.01) and executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders when the Additional Commitment Amount becomes effective. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent provided in such Addendum) without necessary to reflect the consent adjustment of the Commitments and the Loans, the addition of new Lenders affected therebyand the other matters contemplated by this Section.

Additional Commitments. So (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default has occurred and or Event of Default is continuing, the Borrower may request then in existence or would result therefrom) on one or more occasions that one or more of the existing Lenders establish (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to which this Section 2.16 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $700,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall make be as set forth in the relevant Additional Loans Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.16 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.16 below and (vii) all actions taken by the Account Party pursuant to this Section 2.16 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.16. (b) The effectiveness of Additional Commitments pursuant to this Section 2.16 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit E or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection with therewith and the acquisition by or contribution satisfaction of the other conditions set forth in this Section 2.16 to the Borrower reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional EquipmentCommitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all purposes of, this Agreement and each other Credit Document shall be increased by the aggregate amount of such Additional Commitments and (y) on each such date, the Commitment Schedule shall not exceed 75% be deemed modified to reflect the revised Commitments of each affected Lender.” (h) Section 3.01 of the Fair Market Value Credit Agreement is hereby amended to insert the word “Significant” immediately prior to the word “Subsidiaries” appearing therein. (i) Section 3.04 of such Additional Equipment the Credit Agreement is hereby amended to insert the word “Significant” immediately following the phrase “to the best knowledge of the Company or any of its” appearing therein. (j) Section 3.08 of the Credit Agreement is hereby amended and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be restated in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents entirety as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected thereby.follows:

Additional Commitments. So long At any time prior to the Maturity Date, Borrower and Time Warner, acting together, may from time to time, by written notice to the Administrative Agent (which shall promptly deliver a copy to the Lenders) executed by Borrower and Time Warner and one or more financial institutions that qualify as Eligible Assignees (any such financial institution, which may include any Lender, referred to in this Section as an “Incremental Facility Lender”) add one new tranche of term facilities by requesting new term loan commitments to be added (any such new tranche an “Incremental Facility” and any loans made pursuant to an Incremental Facility, “Incremental Loans”) in an amount for each Incremental Lender (which shall not be less than $5,000,000) set forth in such notice and in aggregate principal amount not to exceed the lesser of (x) $261,034,000 and (y) the then outstanding amount of the 2015 Notes; provided that (i) no Lender shall have any obligation to provide any Incremental Loans pursuant to this Section, (ii) the proceeds of the Incremental Loans shall only be used for CME to repay the principal of the 2015 Notes, (iii) each Incremental Facility Lender, if not already a Lender hereunder, shall be reasonably satisfactory to the Administrative Agent (which approval shall not be unreasonably withheld), (iv) each Incremental Facility Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent, Borrower and Time Warner (an “Accession Agreement”), (v) no Default or Event of Default has occurred and is continuing, (vi) the Borrower may request that one or more of the Lenders establish interest rate applicable to any Incremental Facility will bear an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution interest rate acceptable to the Incremental Facility Lenders, Borrower of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional CommitmentTime Warner, and (vii) the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral maturity date with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower Incremental Loans shall be shared pro rata with November 1, 2019. Upon the Additional Loans effectiveness of any Accession Agreement to which any Incremental Lender is a party, (i) such Incremental Facility Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 2.01 shall be deemed to have been amended to reflect the extent additional Commitment of such Incremental Lender as provided in such AddendumAccession Agreement. Incremental Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Facility Amendment”) without of this Agreement and, as appropriate, the consent other Credit Documents, executed by Borrower, Guarantor and, as appropriate, the Subsidiary Guarantors, each Incremental Facility Lender participating in such tranche of Incremental Loans and the Lenders affected therebyAdministrative Agent.

Additional Commitments. So long (a) Schedule 1 hereto sets forth the Additional Commitment of each Additional Lender as no Default has occurred and is continuing, the Borrower may request that one or more of the Lenders establish an Assumption Effective Date (as defined below). The Additional Commitment pursuant to which such of each Additional Lender shall make Additional Loans in connection with the acquisition by or contribution to the Borrower of Additional Equipment. be several and not joint. (b) The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Revolving Loans and other extensions of credit made thereunder shall have the same terms as those applicable to be the Commitments and the Revolving Loans and other extensions of credit made thereunder, including funding provisionsrespectively. With effect from the Assumption Effective Date, conditions precedentthe Additional Lenders shall constitute “Qualified Additional Lenders”, amortization“Revolving Loan Lenders” and “Lenders”, interestthe Additional Commitments shall constitute “Commitments” and the loans made thereunder shall constitute “Revolving Loans” (and not Other Credit Extensions), feesin each case for all purposes of the Credit Agreement and the other Loan Documents. (i) Upon the effectiveness of the Additional Commitments, prepayment requirements and other matters relating each Revolving Loan Lender immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Additional Commitments Lender, and each such Additional LoansLender will automatically and without further act be deemed to have assumed, a portion of such Revolving Loan Lender’s participations under the Credit Agreement in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations under the Credit Agreement in Letters of Credit and (y) participations under the Credit Agreement in Swing Line Loans held by each Revolving Loan Lender (including each such Additional Lender) will equal such Lender’s Pro Rata Share and (ii) if, on the Assumption Effective Date, there are any Revolving Loans outstanding, such Revolving Loans shall, upon the effectiveness of the Additional Commitments, be prepaid from the proceeds of new Revolving Loans made under the Credit Agreement, which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Loan Lender in accordance with Section 2.4 of the Credit Agreement. (d) The Co-Borrowers hereby agree to pay to each Additional Lender, through the Administrative Agent, in immediately available funds, an upfront fee (the “Upfront Fee”) equal to 1.0% of each Additional Lender’s Additional Commitment, as set forth in an Additional Commitment Addendum entered into by Schedule 1 hereto, on the BorrowerAssumption Effective Date. Once paid, the Upfront Fee shall not be refundable under any circumstances. (e) No later than 60 days following the Assumption Effective Date, Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. XxxXx or the Co-Borrowers, as applicable (the “Delivering Parties”), shall provide to the Administrative Agent and such documentation, if any, regarding the flood hazard status of the improved Mortgaged Properties as is required to be delivered to the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans under applicable Federal Emergency Management Agency (or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made successor agency) regulations as agreed by the Borrower parties; provided that, if the Delivering Parties commence compiling such documentation within such 60-day period, such period shall be shared pro rata with the Additional Loans extended by such additional period of time as is reasonably necessary in order to the extent provided in compile, prepare and deliver such Addendum) without the consent of the Lenders affected therebydocumentation using reasonable diligence.

Additional Commitments. So (a) The Company shall have the right, at any time and from time to time, after the Effective Date and prior to the Commitment Expiration Date to request (so long as no Default has occurred and or Event of Default is continuing, the Borrower may request then in existence or would result therefrom) on one or more occasions that one or more of the existing Lenders establish (and/or one or more other Eligible Persons which will become Lenders as provided pursuant to clause (v) below) provide Additional Commitments; it being understood and agreed, however, that (i) no existing Lender shall be obligated to provide an Additional Commitment as a result of any request by the Company, (ii) any existing Lender may provide an Additional Commitment without the consent of any other Lender, (iii) (A) each provision of Additional Commitments on a given date pursuant to which this Section 2.27 shall be in a minimum aggregate amount (for all Additional Commitment Lenders (including, in the circumstances contemplated by clause (v) below, Eligible Persons who will become Additional Commitment Lenders) of at least $25,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) the aggregate Commitments for all Lenders hereunder shall not exceed $400,000,000, (iv) all up-front fees payable to any Additional Commitment Lender shall make be as set forth in the relevant Additional Loans Commitment Agreement, (v) the Company may request Additional Commitments from Eligible Persons which are reasonably acceptable to the Administrative Agent and each Fronting Lender, (vi) all Additional Commitments provided on a given date pursuant to this Section 2.27 shall have the same terms and conditions as all then existing Commitments (other than with respect to upfront fees) and shall be added to such existing Commitments in accordance with clause (b) of this Section 2.27 below and (vii) all actions taken by the Account Party pursuant to this Section 2.27 shall be done in coordination with the Administrative Agent. No consent of any Lender (other than the Lenders providing the Additional Commitments) shall be required for any Additional Commitments made pursuant to this Section 2.27. (b) The effectiveness of Additional Commitments pursuant to this Section 2.27 shall be subject to the occurrence of the following: (i) the Company, each Designated Subsidiary Account Party, the Administrative Agent and each existing Lender or Eligible Person, as the case may be, which agrees to provide an Additional Commitment (each, an “Additional Commitment Lender”) shall have executed and delivered to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit I or such other form reasonably acceptable to the Administrative Agent, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Commitment Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection with therewith and the acquisition by or contribution satisfaction of the other conditions set forth in this Section 2.27 to the Borrower reasonable satisfaction of the Administrative Agent), (ii) all Several Letters of Credit outstanding at such time shall have been returned by each respective beneficiary thereunder to the respective Issuing Agent and shall either have been cancelled and/or exchanged for new or amended Several Letters of Credit which give effect to such Additional EquipmentCommitments, and such Additional Commitment Lenders, (iii) if such Additional Commitment Lender is not a United States person (as such term is defined in Section 7701(a)(3) of the Code) for U.S. Federal income tax purposes or would otherwise constitute a Foreign Lender, such Additional Commitment Lender shall have provided to the Company the appropriate documentation described in Section 2.12(e), (iv) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent resolutions authorizing the incurrence of the obligations to be incurred pursuant to each Additional Commitment, and (v) the Company and each Designated Subsidiary Account Party shall have delivered to the Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Company and such Designated Subsidiary Account Party reasonably satisfactory to the Administrative Agent and dated such date, covering certain matters similar to those set forth in the opinions of counsel delivered to the Lenders on the Effective Date pursuant to Section 4.01(b) and such other matters as the Administrative Agent may reasonably request. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Commitment Date, and (x) on each such date, the Total Commitment under, and for all purposes of, this Agreement and each other Credit Document shall be increased by the aggregate amount of such Additional Commitments, (y) on each such date, the Commitment Schedule shall be deemed modified to reflect the revised Commitments of each affected Lender and (z) on each such date, the Company shall not exceed 75% be deemed to have repaid and reborrowed all outstanding Loans (with such reborrowing to consist of the Fair Market Value Types of such Additional Equipment and Loans, with related Interest Periods if applicable, specified in a notice delivered by the Company, in accordance with the requirements of Section 2.18). The deemed payments made pursuant to clause (z) of the immediately preceding sentence shall be in an integral multiple accompanied by payment of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and all accrued interest on the amount prepaid and, in respect of its Additional Commitmenteach Eurodollar Loan, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans subject to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into indemnification by the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect Company pursuant to the provisions of Section 2.25 if the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (deemed payment occurs other than to provide that proceeds of collateral and other payments made by on the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent last day of the Lenders affected therebyrelated Interest Periods.

Additional Commitments. (a) So long as no Default has occurred and is continuingor Event of Default then exists or would result therefrom, the Borrower may Borrowers, in consultation with the Administrative Agent, shall have the right at any time and from time to time on or prior to the 180th day prior to the original Maturity Date and upon at least 30 days’ prior written notice to the Administrative Agent, to request on one or more occasions that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Additional Commitments and, subject to the applicable terms and conditions contained in this Agreement and the relevant Additional Commitment Agreement, make Revolving Loans and/or Term Loans pursuant to Section 1.01; it being understood and agreed, however, that (i) the Borrowers, in consultation with the Administrative Agent, shall determine the allocation of the Lenders establish Additional Commitment between Revolving Loans and Term Loans, (ii) no Lender shall be obligated to provide an Additional Commitment pursuant as a result of any request by the Borrowers, (iii) until such time, if any, as (x) such Lender has agreed in its sole discretion to which provide an Additional Commitment and executed and delivered to the Administrative Agent an Additional Commitment Agreement in respect thereof as provided in Section 1.16(b) and (y) such other conditions set forth in Section 1.16(b) shall have been satisfied, such Lender shall make not be obligated to fund any Term Loans or Revolving Loans, or participate in any Letters of Credit, in excess of the amounts provided for in Sections 1.01 or 2.03, as the case may be, before giving effect to such Additional Loans Commitments provided pursuant to this Section 1.16, (iv) any Lender (or, in the circumstances contemplated by clause (viii) below, any other Person which will qualify as an Eligible Transferee) may so provide an Additional Commitment without the consent of any other Lender (it being understood and agreed that the consent of the Administrative Agent shall be required if any such Additional Commitments are to be provided by a Person which is not already a Lender, which consent shall not be unreasonably withheld or delayed), (v) each provision of Additional Commitments on a given date pursuant to this Section 1.16 shall be in a minimum aggregate amount (for all Lenders (including, in the circumstances contemplated by clause (viii) below, Eligible Transferees who will become Lenders)) of at least $50,000,000, (vi) the aggregate amount of all Additional Commitments permitted to be provided pursuant to this Section 1.16, shall not exceed $250,000,000, (vii) the up-front fees payable to any Lender (including any Eligible Transferee that will become a Lender as contemplated by clause (viii) below) providing an Additional Commitment shall be as set forth in the relevant Additional Commitment Agreement, (viii) the Borrowers shall have the right, in addition to requesting the then existing Lenders to provide Additional Commitments pursuant to this Section 1.16, to request Additional Commitments from Persons which would qualify as Eligible Transferees hereunder, provided that any such Additional Commitments provided by any such Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $5,000,000, and (ix) all actions taken by the Borrowers pursuant to this Section 1.16(a) shall be done in consultation with the Administrative Agent. (b) At the time of any provision of Additional Commitments pursuant to this Section 1.16, (i) the Borrowers, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Additional Commitment (each, an “Additional Lender”) shall execute and deliver to the Administrative Agent an Additional Commitment Agreement substantially in the form of Exhibit N, subject to such modifications in form and substance reasonably satisfactory to the Administrative Agent as may be necessary or appropriate (with the effectiveness of such Additional Lender’s Additional Commitment to occur upon delivery of such Additional Commitment Agreement to the Administrative Agent, the payment of any fees required in connection therewith, the satisfaction of any conditions precedent that may be set forth in such Additional Commitment Agreement and the satisfaction of the other conditions in this Section 1.16(b) to the reasonable satisfaction of the Administrative Agent), (ii) the Borrowers shall, in coordination with the acquisition by or contribution Administrative Agent, repay outstanding Term Loans and/or Revolving Loans of the Lenders, and incur additional Term Loans and/or Revolving Loans from other Lenders, in each case so that the Lenders continue to participate in each Borrowing of Term Loans and Revolving Loans pro rata on the basis of their respective Term Loan Commitments and Revolving Loan Commitments (after giving effect to any increase in such Commitments pursuant to this Section 1.16) and with the Borrowers being obligated to pay the respective Lenders the costs of the type referred to in (and in accordance with the provisions of) Section 1.12 as a result of any such repayment and/or Borrowing, and (iii) the Borrowers shall deliver to the Borrower Administrative Agent an opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date, covering such matters similar to those set forth in the opinion of Additional Equipmentcounsel delivered to the Administrative Agent on the Effective Date pursuant to Section 5.02. The Administrative Agent shall promptly notify each Lender as to the occurrence of each Additional Commitment Date, and (w) on each such date, the Total Term Loan Commitment and/or the Total Revolving Loan Commitment, as applicable, and the Total Commitment under, and for all purposes of, this Agreement shall be increased by the applicable portion of the aggregate amount of such Additional Commitments Commitments, (x) on each such date, Schedule I shall not exceed 75% be deemed modified to reflect the revised Commitments, (y) upon surrender of any old Term Loan Notes and/or Revolving Loan Notes by the respective Additional Lender (or, if lost, a standard lost note indemnity in form and substance reasonably satisfactory to the Borrowers), to the extent requested by any Additional Lender, a new Term Loan Note and/or Revolving Loan Note be issued, at the joint and several expense of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional CommitmentBorrowers, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional LoansLender, shall to be set forth in an Additional Commitment Addendum entered into by conformity with the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions requirements of the Loan Documents as they apply Section 1.06 (with appropriate modifications) to the Tranche A Loans, extent needed to reflect the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority revised Commitments of payments from the Borrower or proceeds of collateral such Lender and (z) on each such date with respect to any Loan (other than all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to provide that proceeds of collateral and other payments made the participations by the Borrower shall be shared pro rata with the Additional Loans to the extent provided Lenders in such Addendum) without Letters of Credit and Unpaid Drawings to reflect the consent new Percentages of the Lenders affected therebyLenders.

Additional Commitments. So long as no Default has occurred and is continuing, the Borrower (a) The Company may request at any time confirm that one or more of the Lenders establish or any other bank(s) (each an Accordion Lender) has agreed to commit Additional Commitments by delivering an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Notice to the Borrower of Agent. (b) Each Additional Equipment. The aggregate Commitment Notice is irrevocable and will not be regarded as having been duly completed unless it has been countersigned by each Accordion Lender named therein and it specifies: (i) the date on which the Additional Commitments are confirmed; (ii) the amount of the Additional Commitments; and (iii) the amount of the Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (c) By countersigning the Additional Commitment Notice: (i) each Accordion Xxxxxx agrees to commit the Additional Commitments set out against its name; and (ii) each Accordion Lender which is not already a Lender, agrees to become a party to this Agreement as a Lender. (d) An increase in the Commitments under this Clause 2.3 shall take effect on the date specified in the Additional Commitment Notice as the date on which the Additional Commitments are confirmed or any later date on which the conditions set out in paragraph (e) below are satisfied. (e) An increase in the Commitments under this Clause 2.3 will only be effective on: (i) the execution by the Agent of the Additional Commitment Notice; and (ii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitments by that Accordion Lender. 27 = NUMPAGES 135-2 133 The Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Accordion Lender upon being so satisfied. (f) No Additional Commitment Notice shall become effective at a time when a Utilisation Request has been delivered and the proposed Utilisation Date under that Utilisation Request has not yet occurred. (g) Upon receipt of a duly completed Additional Commitment Notice, the Agent shall inform the Lenders of such receipt. (h) The Agent shall notify the Company and the Lenders of the increased amounts of the Commitments under the Facility promptly after an Additional Commitment Notice takes effect in accordance with this Clause 2.3. (i) For the avoidance of doubt: (i) the Additional Commitments shall not exceed 75% have the same terms (other than as to upfront arrangement and underwriting fees and conditions precedent) as the Facility; and (ii) the upfront arrangement and underwriting fees in respect of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth out in an a separate Additional Commitment Addendum Fee Letter entered into by the Borrower, the Administrative Agent an Obligor and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum relevant Accordion Lender(s), provided that no Accordion Lender shall not amend be offered or modify in paid any respect the provisions of the Loan Documents as they apply fees on better terms than those which have been offered to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyRestatement Effective Date Lenders.

Additional Commitments. So long as (a) Subject to the terms and conditions hereof, at any time after the Effective Date, and provided that no Default or Event of Default has occurred and is continuingcontinuing and that the Borrower is in pro forma compliance with the financial covenants in Section 5.1(11) (assuming the full incurrence and application of the new Indebtedness in question), the Borrower may request that one the Revolving Credit Lenders or more of any other financial institution provide additional Revolving Credit Commitments (each, an “Additional Commitment”) which shall serve to increase the Lenders establish Revolving Credit, such that further Revolving Loans become available thereunder upon identical terms and conditions. (b) Any Additional Commitment shall be documented pursuant to an Additional Commitment pursuant Agreement executed by the Borrower, the Person providing the Additional Commitment (the “Additional Lender”) and the Administrative Agent. Upon satisfaction of the conditions precedent set out therein, the relevant Additional Commitment shall become effective, and (i) the Administrative Agent shall promptly notify each Lender as to which such agreement, and (ii) Schedule 1.1(a) shall be deemed to be modified accordingly. (c) Notwithstanding anything to the contrary in this Agreement: (i) no Additional Commitment shall require the consent of any Lender other than the applicable Additional Lender, but each Additional Lender shall make require the approval of the Administrative Agent and the Issuing Banks, not to be unreasonably withheld; (ii) no Revolving Credit Lender shall have any obligation to participate in any Additional Loans Commitment unless it agrees to do so in connection with its sole discretion; (iii) the acquisition by or contribution to the Borrower of Additional Equipment. The aggregate amount of such all Additional Commitments shall not exceed 75% U.S.$100,000,000; (iv) the aggregate amount of the Fair Market Value of such all Additional Equipment and Commitments requested at any one time shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish U.S.$5,000,000 and not less than U.S.$25,000,000; (v) the Borrower may pay any upfront or not establish other fees as may be agreed by any Additional Lender in connection with the provision by such Additional Lender of an Additional Commitment, and the amount of its Additional Commitment, shall Borrower may pay any arrangement or other fees as may be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into agreed by the Borrower, the Administrative Agent in connection with an Additional Commitment; and (vi) the Administrative Agent shall have received and be satisfied with evidence of the Lenders establishing such Additional Commitments. An payment of all Taxes (including Turkish stamp taxes, if any) exigible as a result of the increase of the Revolving Credit resulting from any Additional Commitment Addendum and any guarantee thereof. (d) For greater certainty, any Additional Lender shall not amend or modify be entitled to share pro rata in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral and other payments prepayments made by the Borrower pursuant to Section 2.9, and the obligations of the Credit Parties under any such Additional Commitment shall be shared pro rata secured pari passu with the Additional Loans to the extent provided in such Addendum) without the consent other obligations of the Lenders affected therebyCredit Parties under the Loan Documents.

Additional Commitments. So long as Borrower shall have the right, no Default has occurred more than two (2) times during the term of the Loan, to request that Administrative Agent permit additional Revolving Loan Commitments and/or Term Loan Commitments to be added under the terms of this Agreement in excess of the Lenders’ then outstanding Revolving Loan Commitments and is continuingTerm Loan Commitments in a minimum increment of at least Twenty Five Million Dollars ($25,000,000.00) in excess of the Lenders’ then outstanding Revolving Loan Commitments and Term Loan Commitments (the requested amount being, the Borrower may request that one or more of the Lenders establish an “Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the acquisition by or contribution Amount”), subject to the Borrower of Additional Equipment. following: (a) The aggregate amount of such Additional the Lenders’ Commitments shall not exceed 75% Three Hundred Twenty Five Million Dollars ($325,000,000.00). (b) Any such request shall be made by Borrower giving written notice (the “Additional Commitment Notice”) to Administrative Agent, which notice shall set forth such details with respect thereto as are reasonably requested by Administrative Agent, including, without limitation, whether the Additional Commitment Amount shall increase the then outstanding Revolving Loan Commitments or the then outstanding Term Loan Commitments. Upon receipt of the Fair Market Value Additional Commitment Notice, Administrative Agent shall notify the then existing non-Defaulting Lenders of the terms of such Additional Equipment Commitment Notice and shall be in an integral multiple of $10,000,000. Each each such Lender’s determination pro rata share (in proportion to establish the Applicable Percentages of the non-Defaulting Lenders) of the proposed Additional Commitment Amount and whether such Additional Commitment Amount shall increase the then outstanding Revolving Loan Commitments or not establish an Additional CommitmentTerm Loan Commitments. If any Lender rejects the offer to increase its respective Revolving Loan Commitments or Term Loan Commitments or accepts only a portion thereof, and the amount of its Additional Commitment, shall be which each Lender may do in its sole and absolute discretion, Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the non-Defaulting Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata in proportion to the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. The terms If any Lender shall not respond to a request by Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. No Defaulting Lender may accept any portion of any Additional Commitment Amount. Administrative Agent shall notify Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) Borrower issuing additional or substitute Notes to the Accepting Lenders and reaffirming its obligations under the original Notes and Loan Documents, as amended pursuant to this Section 10.17, (iii) with respect to any Additional Commitment Amount that results in an increase in the Revolving Loan Commitments, the Accepting Lenders that have agreed to increase their respective Revolving Loan Commitments paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that each Accepting Lender’s pro rata share of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of its increased Revolving Commitment to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount and, after giving effect to their receipt of such payment, the other Revolving Lenders’ pro rata shares of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Revolving Commitments to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount, (iv) Borrower, the Accepting Lenders and Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans (including, without limitation, modifications to the Security Documents) as shall be reasonably acceptable to Borrower, the Accepting Lenders and Administrative Agent and, if the Additional Commitment Amount involves an increase in the Revolving Loan Commitments, the Swingline Lender and the L/C Issuer, (v) the Guarantors executing and delivering reaffirmations of the Guaranties in form and substance reasonably satisfactory to Administrative Agent, (vi) Borrower paying all of Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with the foregoing, (vii) Borrower paying to the Sole Lead Arranger, the Sole Bookrunner and the Accepting Lenders such fees as are due in connection with the Additional Commitment Amount pursuant to the Fee Letter, and (viii) the understanding that, with respect to any Additional Commitment Amount that results in an increase in the Term Loan Commitments, the only Term Loan Lenders that shall have any obligation to fund such Additional Commitment Amount shall be the Accepting Lenders that increase their Term Loan Commitments, which shall be several obligations of such Accepting Lenders and which funding shall be in proportion to the respective shares of such Additional Commitments and Commitment Amount that such Accepting Lenders were allocated in response to the Additional Commitment Notice. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with clause (vii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.17 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the conditions set forth in Section 4.02 shall be satisfied, and (z) the REIT and Borrower shall be in pro forma compliance with the covenants set forth in Section 6.01 after giving effect to any Loans to be made thereunderon such date and the Additional Commitment Amount, and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall have received a certificate certifying as to the satisfaction of each of clauses (x), (y) and (z) dated such date (including funding provisionscalculations in reasonable detail showing pro forma compliance with the covenants in Section 6.01) and executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders when the Additional Commitment Amount becomes effective. Each of the REIT and Borrower agrees to take such further reasonable action as may reasonably be requested by Administrative Agent in connection with any request pursuant to this Section 10.17. (c) Notwithstanding anything to the contrary contained herein, conditions precedentif the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Commitment Amount in accordance with clause (b) above, amortizationBorrower may designate one or more proposed lenders to Administrative Agent (and, interestif such Additional Commitment Amount would involve an increase in the Revolving Commitments, fees, prepayment requirements the Swingline Lender and other matters relating the L/C Issuer) to become Lenders under this Agreement with respect to such Additional Commitments and Additional Loans, shall be set forth in an balance of the Additional Commitment Addendum entered into Amount, subject in each case to the prior consent by Administrative Agent (and, if such Additional Commitment Amount would involve an increase in the BorrowerRevolving Commitments, the Administrative Agent Swingline Lender and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum L/C Issuer), which approvals shall not amend be unreasonably withheld or modify delayed if such proposed lenders meet the standards of an Eligible Institution. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any respect the provisions other Lenders, subject, however, to (i) no Default or Event of the Loan Documents as they apply Default being in existence at such time, (ii) Borrower issuing new Notes to the Tranche A Loansnew Lenders and reaffirming its obligations under the original Notes and Loan Documents, the Tranche B Loans or any Additional Loans made as amended pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral this Section 10.17, (iii) with respect to any Additional Commitment Amount that results in an increase in the Revolving Loan (other than Commitments, such New Lenders that have agreed to provide Revolving Loan Commitments and Accepting Lenders paying to Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by Administrative Agent to be necessary so that proceeds such new Lender’s and, if applicable, Accepting Lenders’ respective pro rata shares of collateral outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their Revolving Commitments as so increased to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount and, after giving effect to their receipt of such payment, the other Revolving Lenders’ pro rata shares of outstanding Revolving Loans and participations in L/C Obligations and Swingline Loans matches the ratio of their respective Revolving Commitments to the aggregate amount of all increased Revolving Commitments after giving effect to such Additional Commitment Amount, (iv) Borrower, the new Lenders, any Accepting Lenders (if applicable) and Administrative Agent executing such other documents evidencing the addition of the new Lenders as Lenders hereunder and the adjustment of the Commitments and the Loans (including, without limitation, modifications to the Security Documents) as shall be reasonably acceptable to Borrower, the new Lenders, the Accepting Lenders and Administrative Agent and, if the Additional Commitment Amount involves an increase in the Revolving Loan Commitments, the Swingline Lender and the L/C Issuer, (v) the Guarantors executing and delivering reaffirmations of the Guaranties in form and substance reasonably satisfactory to Administrative Agent, (vi) Borrower paying all of Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing, (vii) Borrower paying to the Sole Lead Arranger, the Sole Bookrunner, the new Lenders and the Accepting Lenders such fees as are due in connection with the Additional Commitment Amount and (viii) the understanding that, with respect to any Additional Commitment Amount that results in an increase in the Term Loan Commitments, the only Term Loan Lenders that shall have any obligation to fund such Additional Commitment Amount shall be the new Lenders that have been approved pursuant to this Section 10.17(c) and any Accepting Lenders that are Term Loan Lenders, which shall be several obligations of such new Lenders and Accepting Lenders and which funding shall be in proportion to the respective shares of such Additional Commitment Amount that such new Lender and Accepting Lenders were allocated in response to the Additional Commitment Notice. Administrative Agent shall promptly pay to the applicable Lenders their share of any payments made by received from the Accepting Lenders in accordance with clause (vii) of the immediately preceding sentence. Notwithstanding the foregoing, no Additional Commitment Amount shall become effective under this Section 10.17 unless, (i) on the date of such effectiveness, (x) Administrative Agent shall have received such customary certificates, documents and opinion letters as it may reasonably request, (y) the conditions set forth in Section 4.02 shall be satisfied, and (z) the REIT and Borrower shall be shared in pro rata forma compliance with the covenants set forth in Section 6.01 after giving effect to any Loans to be made on such date and the Additional Loans Commitment Amount, and the application of the proceeds therefrom as if made and applied on such date, and, Administrative Agent shall have received a certificate certifying as to the satisfaction of each of clauses (x), (y) and (z) dated such date (including calculations in reasonable detail showing pro forma compliance with the covenants in Section 6.01) and executed by a Responsible Officer of the REIT and Borrower. The Administrative Agent shall provide written notice to all of the Lenders when the Additional Commitment Amount becomes effective. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents to the extent provided in such Addendum) without necessary to reflect the consent adjustment of the Commitments and the Loans, the addition of new Lenders affected therebyand the other matters contemplated by this Section.

Additional Commitments. So long (A) KEL may notify the Facility Agent (such notice being an “Additional Commitment Notice”) that it has agreed with any Lender or any other bank or financial institution (in each case, an “Additional Lender”) to increase the Total Commitments by the provision of additional commitments under the Facility (each such increase or, as no Default has occurred and is continuingthe case may be, assumption in commitments being an “Additional Commitment”), provided that: (i) the Borrower may request that one or more Additional Commitment Notice shall be delivered prior to the expiry of the Availability Period; (ii) no Event of Default is continuing or would arise as a result of the provision of the Additional Commitment; (iii) the terms of the Additional Commitment shall, for all purposes of this Agreement, be treated pursuant to the terms of this Agreement in the same manner as the existing Commitments; and (iv) the Total Commitments will not exceed USD 300 million as a result of such Additional Commitment unless the Majority Lenders establish have provided their consent to an increase above USD 300 million. (B) Each Additional Commitment Notice shall: (i) confirm that the requirements of paragraph (A) above are fulfilled; and (ii) specify the date upon which the Additional Commitment is anticipated to be made available to the Borrowers (the “Additional Commitment Date”); and (C) In the event that an Additional Lender is not a Party to this Agreement, KEL shall procure that on or prior to the Additional Commitment pursuant Date, such Additional Lender delivers a Lender Accession Notice duly completed and signed on behalf of the Additional Lender and specifying its Additional Commitment to which such the Facility Agent. (D) Subject to the conditions in paragraph (B) and (C) above being met, from the relevant Additional Commitment Date: (i) the Additional Lender shall make available the relevant Additional Loans Commitment for Utilisation under the Facility in connection accordance with the acquisition terms of this Agreement (as amended); (ii) the Additional Commitment shall rank pari passu with respect to existing Commitments; and (iii) any necessary rebalancing of the Commitments and outstandings under the Facility and the Additional Commitment provided by the Additional Lender to ensure that they are pro rata (the “New Commitment Rebalancing”) will be made by a Borrower either: (a) making utilisations from the Additional Commitment within five Business Days of the relevant Additional Commitment Date in priority to utilisations from Commitments under the Facility or contribution to effect a prepayment under the Facility to the Borrower existing Lenders (which amount may be redrawn by the Borrowers); or (b) making its first utilisation under the Additional Commitment on the last day of the then Interest Period, at that Borrxxxx'x xlection, in each case to procure, as far as practicable, any New Commitment Rebalancing, following which all utilisations shall be made pro rata. (E) Each Additional EquipmentLender shall become a party to the Finance Documents (and be entitled to share in the Security Interests created under the Security Documents and benefit from the Deed of Guarantee, in accordance with the terms of the Finance Documents) if such Additional Lender accedes to the Finance Documents in accordance with the Finance Documents. (F) Each party (other than the relevant Additional Lender) irrevocably authorises and instructs the Facility Agent to execute on its behalf any Lender Accession Notice which has been duly completed and signed on behalf of that proposed Additional Lendxx xxx each Party agrees to be bound by such accession. The aggregate amount Facility Agent must promptly sign any such Lender Accession Notice (and in any event within three Business Days of receipt). (G) The Facility Agent shall only be obliged to execute a Lender Accession Notice delivered to it by an Additional Lender once the Facility Agent (acting reasonably) has, to the extent that the necessary information is not already available to it, received all required information to comply with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the accession of such Additional Commitments shall not exceed 75% of Lender. (H) On the Fair Market Value of such date that the Facility Agent executes a Lender Accession Notice: (i) the Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination Lender party to establish or not establish an Additional Commitmentthat Lender Accession Notice, each other Finance Party and the amount Obligors shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that Additional Lender been a Lender on the date of this Agreement with the rights and/or obligations acquired or assumed by it as a result of that accession and with the Commitment specified by it as its Additional Commitment, ; and (ii) that Additional Lender shall be become a Party to this Agreement as a “Lender”. (I) Clause 22.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans this clause 3.2 in relation to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by the Borrower, the Administrative Agent and Lender as if references in that clause to: (i) an “Existing Lender” were references to all the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply immediately prior to the Tranche A Loans, relevant increase; (ii) the Tranche B Loans or any “New Lender” were references to that “Additional Loans made pursuant Lender”; and a “re-transfer” and “re-assignment” were references to respectively a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral “transfer” and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected thereby“assignment”.

Additional Commitments. So long At any time prior to the Maturity Date (as no Default has occurred and is continuingsuch date may be extended pursuant to Section 2.15), the Borrower may may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that one or more of the Lenders establish Total Commitment Amount be increased by the amount specified in such notice (any such increase herein called an Additional Commitment “Incremental Commitment” and any loans made pursuant to which such Lender an Incremental Commitment herein called “Incremental Loans”); provided, however, that (i) no Incremental Commitment shall make Additional Loans in connection with be less than $5,000,000, (ii) the acquisition aggregate Incremental Commitments requested by or contribution to the Borrower of Additional Equipment. The aggregate amount of such Additional hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed 75the lesser of (x) $50,000,000 or (y) 50% of the Fair Market Appraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Additional Equipment Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and shall have the same Maturity Date (as such date may be extended pursuant to Section 2.15) and amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an integral multiple amount equal to one-half of $10,000,000. Each Lender’s determination to establish or not establish an Additional one percent of the Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Additional Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall be offer the Incremental Commitments to the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole and absolute discretion. The terms , to provide all or any portion of such Additional Incremental Commitment offered to it and (C) any Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, allocated that is not already a Lender shall be set forth satisfactory to the Administrative Agent (whose approval shall not be unreasonably withheld or delayed) and shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in an Additional Commitment Addendum entered into by the Borrower, a form reasonably satisfactory to the Administrative Agent and the Lenders establishing Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Additional Commitments. An Additional Commitment Addendum Eligible Assignee shall not amend or modify in any respect the provisions of the Loan Documents as they apply thereafter be deemed to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant be a party to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan (other than to provide that proceeds of collateral this Agreement and other payments made by the Borrower shall be shared pro rata with entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Additional Loans to the extent Commitment of such Eligible Assignee as provided in such Addendum) without Accession Agreement. The Borrower shall borrow the consent full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans shall constitute Loans, and all Incremental Lenders affected therebyshall constitute Lenders, for purposes of this Agreement and all other Loan Documents.

Additional Commitments. So long as no Default has occurred and is continuingAt any time on or before December 15, 2008, the Borrower may shall have the right, exercisable no more than two (2) times, to request that one or more the Administrative Agent permit additional Commitments to be added under the terms of this Agreement in excess of the Lenders establish an Lenders’ then outstanding Commitments in a minimum increment of at least Fifty Million Dollars ($50,000,000), or integral multiples of Five Million Dollars ($5,000,000) in excess thereof (the requested amount being, the “Additional Commitment pursuant Amount”), to which such Lender shall make Additional Loans in connection with the acquisition by or contribution be allocated to the Borrower of Additional Equipment. Commitments, subject to the following: (i) The aggregate amount of such Additional the Lenders’ Commitments shall not exceed 75% One Billion Dollars ($1,000,000,000) less the amounts of any prior reductions or terminations of Commitments pursuant to Section 2.09(d), and (ii) the Additional Commitment Amount shall not exceed Three Hundred Million Dollars ($300,000,000) in the aggregate. (b) Any such request shall be made by the Borrower giving written notice (the “Additional Commitment Notice”) to the Administrative Agent before September 15, 2008, which notice shall set forth such details with respect thereto as are reasonably requested by the Administrative Agent. Upon receipt of the Fair Market Value Additional Commitment Notice, the Administrative Agent shall notify the then existing Lenders of the terms of such Additional Equipment Commitment Notice and shall be in an integral multiple of $10,000,000. Each each Lender’s determination pro rata share of the proposed Additional Commitment Amount. If any Lender rejects the offer to establish increase its respective Commitment or not establish an Additional Commitmentaccepts only a portion thereof, and the amount of its Additional Commitment, shall be which each Lender may do in its sole and absolute discretion, the Administrative Agent shall further offer the rejected shares (or rejected portions thereof) to the Lenders that have accepted the proposed increase in their Commitments (each an “Accepting Lender”), pro rata based on the sum of their then existing Commitments plus any additional portion of the Additional Commitment Amount which they have previously accepted. If any Lender shall not respond to a request by the Administrative Agent pursuant to this clause (b) within ten (10) Business Days after receipt of an offer (including any offer for a portion of the Additional Commitment Amount rejected by another Lender), such Lender shall be deemed to have rejected such offer. The terms Administrative Agent shall notify the Borrower of all acceptances and rejections with respect to the Additional Commitment Amount by the Lenders. If such acceptances are satisfactory to the Borrower, the Commitments of the Accepting Lenders shall be increased by their respective portions of the Additional Commitment Amount without the consent of any other Lender, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes, (iii) the Accepting Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be necessary so that each Initial Accepting Lender’s pro rata share of outstanding Loans and LC Exposure, if applicable, matches the ratio of its increased Commitment to the aggregate amount of all revised Commitments after giving effect to the Additional Commitment Amount, (iv) the Borrower, the Accepting Lenders and the Administrative Agent executing such other documents evidencing such adjustments in the Commitments and the Loans as shall be reasonably acceptable to the Borrower, the Accepting Lenders, the Administrative Agent and the Issuing Lender and (v) the Borrower paying all of the Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from the Accepting Lenders in accordance with the immediately preceding sentence. (c) Notwithstanding anything to the contrary contained herein, if the Lenders do not accept increases in their aggregate Commitments in the full amount of the Additional Loans Commitment Amount in accordance with paragraph (b) above, the Borrower may designate one or more proposed lenders to the Administrative Agent and the Issuing Lender to become Lenders under this Agreement with respect to such balance of the Additional Commitment Amount (but in no event with proposed commitments of less than $10,000,000 unless the Administrative Agent consents thereto), subject in each case to the prior approval of the Administrative Agent and the Issuing Lender, which approvals shall not be unreasonably withheld or delayed if such proposed lenders meet the standards of an Eligible Assignee. If such proposed lenders are so approved, such lenders shall become additional Lenders under this Agreement in accordance with their respective Commitments without the consent of any other Lenders, subject, however, to (i) no Default or Event of Default being in existence at such time, (ii) the Borrower issuing substitute Notes to the new Lenders, (iii) such new Lenders paying to the Administrative Agent (on behalf of the other Lenders) the aggregate amount determined by the Administrative Agent to be made thereundernecessary so that each new Lender’s pro rata share of outstanding Loans and LC Exposure matches the ratio of its Commitment to the aggregate amount of all Commitments after giving effect to the Additional Commitment Amount, including funding provisions(iv) the Borrower, conditions precedent, amortization, interest, fees, prepayment requirements the new Lenders and the Administrative Agent executing such other matters relating to such Additional documents evidencing their addition as Lenders hereunder and the adjustment of the Commitments and Additional Loans, Loans as shall be set forth in an Additional Commitment Addendum entered into by reasonably acceptable to the Borrower, the Administrative Agent and the Lenders establishing Issuing Lender, including each such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect new Lender’s compliance with the provisions of clauses (ii), (iii) and (v) of Section 9.04(b), and (v) the Borrower paying all of the Administrative Agent’s reasonable out-of-pocket expenses in connection with the foregoing. The Administrative Agent shall promptly pay to the applicable Lenders their share of any payments received from such new Lenders in accordance with the immediately preceding sentence. (d) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, each Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to enter into amendments and modifications of this Agreement and the other Loan Documents as they apply to the Tranche A extent necessary to reflect the adjustment of the Commitments and the Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect addition of new Lenders and the application or priority of payments from the Borrower or proceeds of collateral other matters contemplated by this Section.” (cc) Schedule 2.01 is hereby deleted in its entirety and replaced with respect to any Loan (other than to provide that proceeds of collateral and other payments made by the Borrower shall be shared pro rata with the Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebySchedule 2.01 attached hereto.

Additional Commitments. So long (a) The Borrower may notify the Agent if one or more of the Lenders or any other bank, financial institution, trust, fund or other entity has agreed to commit Additional Commitments by delivering an Additional Commitment Notice to the Agent. (b) An Additional Commitment Notice is irrevocable and will not be regarded as having been duly completed unless: (i) it lists each Proposed Additional Lender, together with its Proposed Additional Commitment for Facility A and/or Facility B; (ii) it specifies that no Default has occurred and is continuingcontinuing as at the date of the Additional Commitment Notice or would reasonably be expected to occur as a result of the Borrower borrowing the Requested Amount; and (iii) it specifies that borrowing the Requested Amount would not cause any borrowing or similar limit binding on the Borrower to be exceeded. (c) If each of the conditions set out in paragraph (d) below have been satisfied in form and substance satisfactory to the Agent, the Agent shall, as soon as reasonably practicable: (i) execute each Additional Lender Accession Notice; (ii) execute the Additional Commitment Notice; (iii) notify the Borrower and each Additional Lender that it is satisfied that each of the conditions set out in paragraph (d) below have been met, whereupon: (A) each Additional Lender party to an Additional Lender Accession Notice shall become a Party as a Facility A Lender and/or a Facility B Lender; (B) the amount of the Additional Commitments will increase Facility A and Facility B respectively in accordance with the Proposed Additional Commitments for Facility A and the Proposed Additional Commitments for Facility B set out in the Additional Commitment Notice; and (C) subject to the terms of this Agreement, the Additional Lenders shall make available to the Borrower a term loan facility in an aggregate amount equal to the Total Additional Commitments. (d) The conditions referred to in paragraph (c) above are: (i) delivery to the Agent of a duly completed and executed Additional Commitment Notice by the Borrower not later than the date falling three Months after the initial Utilisation Date less five Business Days; (ii) delivery to the Agent of a duly executed Additional Lender Accession Notice by each Proposed Additional Lender and, in each case, the Borrower may request not later than the date falling three Months after the initial Utilisation Date less five Business Days; (iii) that one or more the Requested Amount is equal to the aggregate of the Lenders establish Proposed Additional Commitments; (iv) the Proposed Additional Commitment of each Proposed Additional Lender is equal to the Additional Commitment of that Additional Lender; (v) the Agent satisfying itself that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the accession of each Proposed Additional Lender; and (vi) the provision by the Borrower of such other details, Authorisations or other documents, opinions or assurances as the Agent may reasonably require (if the aggregate amount of the Total Commitments and the Requested Amount exceeds the amount approved in the corporate authorisations delivered as conditions precedent under Clause 4.1 (Initial conditions precedent) and it has notified the Borrower accordingly prior to the date falling five Business Days after receipt by the Agent of an Additional Commitment pursuant to which such Notice). (e) On the Additional Commitments Establishment Date, each Additional Lender shall make expressly acknowledges and gives each confirmation contained in Clause 22.4 (Limitation of responsibility of Existing Lenders) as if: (i) that Additional Loans in connection with the acquisition by or contribution Lender was a New Lender under that clause; and (ii) each Finance Party (other than that Additional Lender) was an Existing Lender under that clause. (f) Prior to the Borrower issuance of Additional Equipment. The aggregate amount of such Additional Commitments shall not exceed 75% of the Fair Market Value of such Additional Equipment and shall be in an integral multiple of $10,000,000. Each Lender’s determination to establish or not establish an Additional Commitment, and the amount of its Additional Commitment, shall be in its sole and absolute discretion. The terms of such Additional Commitments and the Additional Loans to be made thereunder, including funding provisions, conditions precedent, amortization, interest, fees, prepayment requirements and other matters relating to such Additional Commitments and Additional Loans, shall be set forth in an Additional Commitment Addendum entered into by Notice, the Borrower shall invite each Lender to provide any Additional Commitments. (g) Each Finance Party irrevocably authorises and instructs the Agent to execute on its behalf any Additional Commitment Notice which has been duly completed and signed on behalf of the Borrower, the Administrative Agent and the Lenders establishing such Additional Commitments. An Additional Commitment Addendum shall not amend or modify in any respect the provisions of the Loan Documents as they apply to the Tranche A Loans, the Tranche B Loans or any Additional Loans made pursuant to a previous Additional Commitment Addendum or otherwise affect the application or priority of payments from the Borrower or proceeds of collateral with respect to any Loan . (h) Each Finance Party (other than the relevant Proposed Additional Lender party to provide that proceeds Additional Lender Accession Notice) irrevocably authorises and instructs the Agent to execute on its behalf any Additional Lender Accession Notice which has been duly completed and signed on behalf of collateral that Proposed Additional Lender and other payments made by the Borrower shall and each Finance Party agrees to be shared pro rata with the bound by each such accession. (i) The Borrower may deliver only one Additional Loans to the extent provided in such Addendum) without the consent of the Lenders affected therebyCommitment Notice under this Agreement.