Common use of Additional Commitments Clause in Contracts

Additional Commitments. (i) The Borrower and 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 shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (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. (i) The So long as no Default has occurred and is continuing, the Borrower and any may request that one or more of the Lenders (including New Lenders) may, establish an Additional Commitment pursuant to which such Lender shall make Additional Loans in connection with the consent 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 consent Additional Commitments. An Additional Commitment Addendum shall not to be unreasonably withheld amend or delayed), at modify in any time after respect the Effective Date, agree that such Lenders shall obtain or increase provisions of the amount of their Commitments by executing and delivering Loan Documents as they apply to the Administrative Agent an Increased Facility Activation Notice specifying 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 (aother 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) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (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 increaseaffected thereby. (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. At any time that no Potential Event of Default or Event of Default has occurred and is continuing, the 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 (i) The Borrower and any 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 (including New Lenders) may, with or other financial institutions to provide such additional Commitments; PROVIDED that the consent Syndication Agent will first offer each of the Administrative Agent (Lenders its Pro Rata Share of any such consent not additional Commitments. Alternatively, any Lender may commit to be unreasonably withheld or delayed), at any time after provide the Effective Date, agree that such Lenders shall obtain or increase the full amount of their the requested additional Commitments by executing and delivering then offer portions of such additional Commitments to the Administrative 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 an Increased Facility Activation Notice specifying (a) to provide any portion of any such additional Commitments. If and to the amount of extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed)additional Commitments, (i) the aggregate amount of the Commitments may not shall be increased by an the amount greater than $500,000,000of the additional Commitments agreed to be so provided, (ii) each if there is an increase effected pursuant to this paragraph 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 in a minimum amount of at least $5,000,000 and proportionally adjusted, (iii) no more than eight Increased Facility Closing Dates may be selected by if necessary, in respect of an increase in Working Capital Loan Commitments or Acquisition Loan Commitments, at such time and in such manner as Company and 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 Syndication Agent shall promptly give notice agree (it being understood that Company and the Agents will use all commercially reasonable efforts to all Lenders 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 increase. additional Commitments shall assign 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 that has the affected Commitment to conform to the respective percentages of the applicable Commitments of the Lenders and (iiiv) Any Company shall execute and deliver any additional bank, financial institution Notes or other entity which, with the consent of the Borrower and the Administrative Agent, elects amendments or modifications to become a “Lender” under this Agreement in connection with or any transaction described in Section 2.01(b)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in other Loan Document as 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)Agents may reasonably request. (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. (ia) The Borrower and Company may at any time confirm that one or more Lenders or any other bank(s) (including New Lenderseach an “Accordion Lender”) may, with the consent of the Administrative Agent (such consent not has agreed to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their commit Additional Commitments by executing and delivering an Additional Commitment Notice to the Administrative Agent an Increased Facility Activation Agent. (b) Each Additional Commitment Notice specifying 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: (ai) the date on which the Additional Commitments are confirmed; (ii) the amount of such increase and the Additional Commitments; and (biii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent amount of the Required Lenders Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (such consent 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 unreasonably withheld or delayed), effective on: (i) the aggregate amount execution by the Agent 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.Additional Commitment Notice; and (ii) Any additional bankin relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, financial institution the Agent being satisfied that it has complied with all necessary “know your customer” or other entity which, with similar checks under all applicable laws and regulations in relation to the consent assumption of the Borrower Additional Commitments by that Accordion Lender. The Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(iAccordion Lender upon being so satisfied. (f) 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”) No Additional Commitment Notice shall become effective at a Lender for all purposes time when a Utilisation Request has been delivered and to 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 have the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement terms (other than with 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 Additional Commitments shall be set out in a separate Additional Commitment Fee Letter entered into by the Company and the relevant Accordion Lender(s), provided that no Accordion Lender shall be offered or paid any fees on better terms than those which have been offered to the payment of any fees or interest prior to the date such New Lender becomes a Lender)Original Mandated Lead Arrangers. (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. (i) The At any time that no Default has occurred and is continuing, the Borrower may notify the Agents that the Borrower is requesting that, on the terms and any one or more subject to the conditions contained in this Agreement, the Lenders (including New Lenders) mayand/or other financial institutions not then a party to this Agreement that are satisfactory to the Agents and the Issuer provide up to an aggregate amount of $50,000,000 in additional Term Loan Commitments and/or Revolving Loan Commitments. Upon receipt of such notice, and with the consent of the Administrative Required Lenders, the Syndication Agent (shall use its best commercially reasonable efforts to arrange for the Lenders or other financial institutions to provide such consent not to be unreasonably withheld or delayed), at any time after additional Term Loan Commitments and/or Revolving Loan Commitments; provided that the Effective Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Syndication Agent an Increased Facility Activation Notice specifying will first offer (a) each of the amount Lenders that then has a Percentage of the Term Loan Commitment a pro rata portion of any such increase additional Term Loan Commitment and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent each of the Required Lenders (that then has a Percentage of the Revolving Loan Commitment a pro rata portion of any such consent not additional Revolving Loan Commitment. Alternatively, any Lender may commit to be unreasonably withheld 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 delayed)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 aggregate Term Loan Commitment Amount shall be increased by the amount of the Commitments may not additional Term Loan Commitment agreed to be increased by an amount greater than $500,000,000so provided, (ii) each increase effected pursuant to this paragraph the Revolving Loan Commitment Amount shall be in a minimum increased by the amount of at least $5,000,000 and the additional Revolving Loan Commitments agreed to be so provided, (iii) no more than eight Increased Facility Closing Dates may the Percentages of the respective Lenders in respect of the Term Loan Commitment and/or the Revolving Loan Commitment shall be selected by the Borrower during the term of this Agreement. No Lender shall have any obligation to participate proportionally adjusted, (iv) at such time and 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 manner as the Borrower and the Administrative AgentSyndication 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), elects 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 become a “Lender” under 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 in connection with or any transaction described in Section 2.01(b)(iother 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) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon applicable to 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 additional Indebtedness shall be bound by and entitled to the benefits of this Agreement (other than with more favorable in any material respect to the payment 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 fees or interest prior 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 date such New Lender becomes a Lender)Syndication Agent and signed by the Borrower. (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. (ia) The Borrower and Company may at any time confirm that one or more Lenders or any other bank(s) (including New Lenderseach an “Accordion Lender”) may, with the consent of the Administrative Agent (such consent not has agreed to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the amount of their commit Additional Commitments by executing and delivering an Additional Commitment Notice to the Administrative Agent an Increased Facility Activation Agent. (b) Each Additional Commitment Notice specifying 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: (ai) the date on which the Additional Commitments are confirmed; (ii) the amount of such increase and the Additional Commitments; and (biii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent amount of the Required Lenders Additional Commitments allocated to each Accordion Lender named in the Additional Commitment Notice. (such consent 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 unreasonably withheld or delayed), effective on: (i) the aggregate amount execution by the Agent 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.Additional Commitment Notice; and (ii) Any additional bankin relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, financial institution the Agent being satisfied that it has complied with all necessary “know your customer” or other entity which, with similar checks under all applicable laws and regulations in relation to the consent assumption of the Borrower Additional Commitments by that Accordion Lender. The Agent shall promptly execute the Additional Commitment Notice and notify the Company and the Administrative Agent, elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(iAccordion Lender upon being so satisfied. (f) 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”) No Additional Commitment Notice shall become effective at a Lender for all purposes time when a Utilisation Request has been delivered and to 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 have the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement terms (other than with as to upfront arrangement fees and conditions precedent) as the Facility; and (ii) the upfront arrangement fees in respect of the Additional Commitments shall be set out in a separate Additional Commitment Fee Letter entered into by the Company and the relevant Accordion Lender(s), provided that no Accordion Lender shall be offered or paid any fees on better terms than those which have been offered to the payment of any fees or interest prior to the date such New Lender becomes a Lender)Mandated Lead Arrangers. (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. (i) The Borrower and any one or more Lenders (including New Lenders) may, with the consent of Agent shall have the Administrative Agent (such consent not right to be unreasonably withheld or delayed), at any make a one-time after increase in the Effective Date, agree that such Lenders shall obtain or increase the Revolving Committed Amount up to an aggregate amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, $350,000,000 without the consent of the Required Lenders (such consent not Lenders, subject however to be unreasonably withheld or delayed), the satisfaction of each of the following terms and conditions: (i) to the aggregate amount knowledge of the Commitments may not Agent, no Default or Event of Default shall exist and be increased by an amount greater than $500,000,000, (ii) each increase effected pursuant to this paragraph shall be in a minimum amount continuing at the time 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 such increase shall occur only once; (iii) such increase shall be allocated in the following order: (A) first, to the existing Lenders consenting 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 other entity which, with the consent "accredited investor" (as defined in Regulation D of the Borrower Securities and Exchange Commission) reasonably acceptable to the Agent and the Administrative Agent, elects to become Borrower; (iv) each Person providing a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(i) new Commitment shall execute a New Lender Supplement (each, a “New Lender Supplement”), Commitment Agreement substantially in the form of Exhibit B-2Schedule 3.4(b) hereto and, whereupon upon such bankexecution and the satisfaction of the other terms and conditions of this Section 3.4(b), financial institution or other entity (a “New Lender”) such Person shall thereupon become a Lender for all purposes and to the same extent as if originally 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 bound by a Business Day) on which the increase in the Revolving Committed Amount occurs the Agent and entitled to the benefits of this Agreement (other than Lenders shall make adjustments among the Lenders with respect to the payment Revolving Loans outstanding hereunder and amounts of any principal, interest, fees and other amounts paid or interest prior to the date such New Lender becomes a Lender). (iii) On each Increased Facility Closing Date payable with respect thereto as shall be necessary in order 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 reallocate among the Lenders in accordance with Section 2.02 such outstanding amounts based on their respective unused Commitments after giving effect 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 Increased Facility Closing Dateincrease 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. (ia) 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 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 and any one or more Borrowers may offer to the existing Lenders (including New Lenders) mayand, with the consent of the Administrative Agent (such which consent shall not to be unreasonably withheld or delayedwithheld), at any time after one or more additional banks, financial institutions or other entities the Effective Date, agree that such Lenders shall obtain opportunity to participate in all or increase a portion of the amount of their Commitments by executing and delivering Proposed Increase Amount pursuant to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and Section 1.05(b). (b) Any Lender that accepts an offer to it by the applicable Increased Facility Closing Date. Notwithstanding Borrowers to increase its Commitment pursuant to Section 1.05(a) shall, in each case, execute a Commitment Increase Supplement with each Borrower and the foregoingAdministrative Agent, without substantially in the consent form of Exhibit F, whereupon such Lender shall be bound by and entitled to the Required Lenders (such consent not 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 unreasonably withheld or delayed), (i) amended to so increase the aggregate amount Commitment 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 increaseLender. (iic) Any additional bank, financial institution or other entity which, 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 the consent of the each 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-2G, whereupon such bank, financial institution or other entity (a herein called an “New Additional 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 Agreement, and Schedule 1.01 shall be deemed to be amended to add the payment name and Commitment of such Additional Lender; provided that the Commitment of any fees or interest prior to the date such New Additional Lender becomes a Lender)shall be in an 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 $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) On no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (iv) any increase of Commitments pursuant to 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 Increased Facility Closing Date with respect 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 there are its Commitment or increased Commitment, as the case may be, becomes effective (its “Accordion Effective Date”), make Loans then outstandingto each Borrower, and each Borrower shall prepay outstanding Loans owing to the New Lenders other than such Accordion 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 in amounts such that, after giving effect theretoto 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 resulting aggregate principal amount of Loans outstanding are allocated ratably among the Lenders in accordance with Section 2.02 based on their respective unused Commitments owing to each Lender shall equal such Lender’s Commitment Percentage (determined after giving effect to the new or increased Commitment of such Increased Facility Closing 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, 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 of the proposed new Sublimits.

Additional Commitments. (i) The Upon the request of Administrative Borrower and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not ---------------------- from time to be unreasonably withheld or delayed), at any time after the Effective DateClosing Date and in accordance with Section 15.1, agree ------------ Additional Commitments hereunder may be issued to Lenders or New Lenders; provided, however, that such Administrative Borrower may not request Additional -------- ------- Commitments be issued during the continuance of a Default or Event of Default; and provided, further, that Administrative Borrower may not request Additional -------- ------- Commitments which exceed $25,000,000 in the aggregate. Persons not then Lenders shall obtain or increase may be included as New Lenders having Additional Commitments with the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent written approval of the Required Lenders (such consent not to be unreasonably withheld or delayed)Agent, (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 Prior to all Lenders the effectiveness of any Additional Commitments, Administrative Borrower shall (a) provide revised projections to Agent and Lenders, which shall be in form and substance satisfactory to the Agent and which shall demonstrate Borrowers' ability to timely repay all Obligations hereunder after the issuance of such increase. (ii) Any additional bank, financial institution or other entity which, Additional Commitments and to comply with the consent 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 Borrower and the Administrative New Lender, as may be determined by Agent, elects to become a “Lender” under this Agreement such arrangement and upfront fees as may be required by Agent in connection with any transaction described in Section 2.01(b)(i) the issuance of the Additional Commitment. Each Lender or New Lender issuing an Additional Commitment shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in and deliver to Agent an Assumption Agreement prior to the form effectiveness of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) Additional Commitment. Funds advanced under any Additional Commitments shall become a Lender for all purposes constitute Advances and to be Obligations hereunder and under 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)Loan Documents. (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. (i) The Provided there exists no Default, the Borrower on behalf of the Borrower and any one or more Lenders (including New Lenders) Guarantors may, on any Business Day after the date hereof, without the consent of any Bank but with the written consent of the Administrative Agent (such which consent shall not to be unreasonably withheld or delayed), obtain additional Commitments by delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the desired effective date of such increase (the “Commitment Amount Increase") identifying an additional Bank (or additional Commitment agreed to be made by any time after the Effective Date, agree that such Lenders shall obtain or increase existing Bank) and the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying its Commitment (a) the amount of such or additional Commitment); provided, however, that any increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) in the aggregate amount of the Commitments may not be increased by to an amount greater than in excess of U.S. $500,000,000400,000,000 will require the approval of the Required Banks; provided further that prior to approaching an additional Bank, (ii) each increase effected pursuant the Borrower shall have offered to this paragraph the existing Banks the opportunity to provide an additional Commitment. The effective date of the Commitment Amount Increase 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 agreed upon 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. Upon the effectiveness thereof, elects each new Bank (or, if applicable, each existing Bank which consented to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(b)(ian additional Commitment) shall execute advance Loans in an amount equal to its Commitment, at which time the Commitments shall expire. It shall be a New Lender Supplement (each, a “New Lender Supplement”), substantially in condition to such effectiveness that no Euro-Dollar Loans be outstanding on the form date of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and effectiveness. The Borrower agrees to pay any out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase. Notwithstanding anything herein to the same extent as if originally a party hereto contrary, no Bank shall have any obligation to agree to provide an additional Commitment and no Bank’s Commitment 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 without its consent 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 and each Bank may at its option, unconditionally and without cause, decline to provide any such Increased Facility Closing Dateadditional Commitment.

Additional Commitments. (ia) 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 continuing 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 and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent and any Issuing Banks (such consent which consents shall not to be unreasonably withheld or delayedwithheld), at any time after offer one or more additional banks, financial institutions or other entities the Effective Date, agree that such Lenders shall obtain opportunity to participate in all or increase a portion of the amount of their Commitments by executing and delivering Proposed Increase Amount pursuant to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and paragraph (b) below. (b) Any Bank which agrees with the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not Borrower 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 its Commitment pursuant to this paragraph Section 2.13 shall execute a Commitment Increase Supplement with the Borrower and the Agent, substantially in the form of Exhibit C, whereupon such Bank shall be in a minimum bound by and entitled to the benefits of this Agreement with respect to the full amount of at least $5,000,000 its Commitment as so increased, and (iii) no more than eight Increased Facility Closing Dates may Schedule 2.01 shall be selected by deemed to be amended to so increase the Borrower during the term Commitment 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 increaseBank. (iic) Any additional bank, financial institution or other entity which, which agrees with the consent of Borrower to participate in the increased Commitments pursuant to this Section 2.13 shall execute an Additional Bank Supplement with 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-2D, whereupon such bank, financial institution or other entity (a an “New LenderAdditional Bank”) shall become a Lender 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 Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Additional Bank as so agreed; provided that the Commitment of any such Additional Bank shall be in an amount not less than $5,000,000. (other than with respect d) Notwithstanding anything to the payment 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 (ii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. It shall be a condition to the effectiveness of any fees or interest prior increase in the Commitments pursuant to this Section 2.13 that on the proposed effective date therefor that the conditions set forth in Sections 5.01(b) and (c) are then satisfied (and the Borrower shall be deemed to have made a representation and warranty as of such New Lender becomes a Lenderdate to such effect). (iiie) On each Increased Facility Closing Date 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 intention of minimizing expense to the 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 period for the Banks to receive ratable treatment 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 outstanding Standby 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. (ia) 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 continuing 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 and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent and any Issuing Banks (such consent which consents shall not to be unreasonably withheld or delayedwithheld), at any time after offer one or more additional banks, financial institutions or other entities the Effective Date, agree that such Lenders shall obtain opportunity to participate in all or increase a portion of the amount of their Commitments by executing and delivering Proposed Increase Amount pursuant to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and paragraph (b) below. (b) Any Bank which agrees with the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not Borrower 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 its Commitment pursuant to this paragraph Section 2.13 shall execute a Commitment Increase Supplement with the Borrower and the Agent, substantially in the form of Exhibit C, whereupon such Bank shall be in a minimum bound by and entitled to the benefits of this Agreement with respect to the full amount of at least $5,000,000 its Commitment as so increased, and (iii) no more than eight Increased Facility Closing Dates may Schedule 2.01 shall be selected by deemed to be amended to so increase the Borrower during the term Commitment 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 increaseBank. (iic) Any additional bank, financial institution or other entity which, which agrees with the consent of Borrower to participate in the increased Commitments pursuant to this Section 2.13 shall execute an Additional Bank Supplement with 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-2D, whereupon such bank, financial institution or other entity (a an “New LenderAdditional Bank”) shall become a Lender 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 Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Additional Bank as so agreed; provided that the Commitment of any such Additional Bank shall be in an amount not less than $5,000,000. (other than with respect d) Notwithstanding anything to the payment contrary in this Section 2.13, (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 Commitment unless it agrees to do so in its sole discretion. It shall be a condition to the effectiveness of any fees or interest prior increase in the Commitments pursuant to this Section 2.13 that on the proposed effective date therefor that the conditions set forth in Sections 5.01(b) and (c) are then satisfied (and the Borrower shall be deemed to have made a representation and warranty as of such New Lender becomes a Lenderdate to such effect). (iiie) On each Increased Facility Closing Date 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 intention of minimizing expense to the 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 period for the Banks to receive ratable treatment 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 outstanding Standby 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. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request 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 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 of such Additional Lender. Each Additional Loan Assumption Agreement shall specify the terms of the applicable Additional Commitments; provided, that: (i) Standard Chartered Bank will act as sole coordinating bank for any such Additional Loans, and will perform the duties customarily associated with such roles and (ii) except as expressly provided herein, any Additional Loans shall be on terms identical to those applicable to the Loans incurred on the Initial Closing Date. Each of the parties hereto hereby agrees that, 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 Additional Commitments evidenced thereby as provided for in Section 9.08(f). Any amendment to this Agreement or 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 Borrower and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Additional Commitment with respect to the Additional Loans to be 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 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 New 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”) mayagreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Additional 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 Borrower 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 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 Loan having the terms of such Extended Loan. (h) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.20), (i) no Extended Loan is required to be in any 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 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 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 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 consent of each Lender agreeing to 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 consent not to be unreasonably withheld or delayedloans, “Refinancing Term Loans”), at the net cash proceeds of which are used to Refinance in whole or in part any time 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 Effective Date, agree that date on which such Lenders shall obtain or increase the amount of their Commitments by executing and delivering notice is delivered to the Administrative Agent an Increased Facility Activation Notice specifying (aor 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 increase Refinancing Term Loans (other than provisions relating to 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 (bexcept to the extent such covenants and other 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 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 Increased Facility Closing DateAdditional Loan Assumption Agreement governing such Refinancing 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 foregoingcontrary set forth in this Agreement or any other Loan Document (including, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayedlimitation, this Section 2.20), (i) the aggregate no Refinancing Term Loan is required to be in any minimum amount of the Commitments may not be increased by an amount greater than $500,000,000or any minimum increment, (ii) each increase effected pursuant to this paragraph 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 a minimum amount of at least $5,000,000 clause (j) above, and (iii) no more than eight Increased Facility Closing Dates may all Refinancing Term Loans and all obligations in respect thereof shall 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” Obligations under this Agreement in connection and the other Loan Documents that are secured by the Collateral on a pari passu basis 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 all 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 Obligations under this Agreement (and the other than with respect to the payment of any fees or interest prior to the date such New Lender becomes a Lender)Loan Documents. (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. At any time prior to the Initial Closing, the Company, in its sole discretion, may accept commitments from additional Investors (i“Additional Investors”) The Borrower to purchase additional Initial Closing Shares or at such Additional Investor’s option, additional Second Closing Shares, at a price per share equal to or greater than $9.50, and any one or more Lenders (including New Lenders) mayexcept as set forth on this Section 2.3, with on the consent same terms as Investors party to this Agreement as of the Administrative Agent (such consent date hereof. The aggregate subscription amounts from Additional Investors accepted by the Company shall not cause the Subscription Amount to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders exceed $127,000,000. Additional Investors shall obtain or increase the amount of their Commitments become party to this Agreement by executing and delivering to a joinder agreement in the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoingform attached hereto as Exhibit E, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), which shall set forth (i) the aggregate amount number of Initial Closing Shares to be purchased by the Commitments may not be increased by an amount greater than $500,000,000Additional Investor in accordance with Section 2.1, (ii) each increase effected pursuant the number of Second Closing Shares the Additional Investor will have the right to this paragraph shall purchase in accordance with Section 2.2, which may be in a minimum equal to or lower than the amount of Initial Closing Shares purchased by the Additional Investor, at least $5,000,000 the discretion of the Company and (iii) no more than eight Increased Facility the price per share to be paid by such Additional Investor in both the Initial Closing Dates may be selected by and 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 discretionSecond Closing. The Administrative Agent shall promptly give notice Company’s countersignature 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 joinder agreement in the form of Exhibit B-2E shall serve as the Company’s written consent to accept a commitment from an Additional Investor to purchase additional Initial Closing Shares or, whereupon at such bankAdditional Investor’s option, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes additional Second Closing Shares. Upon the execution of the joinder agreement by an Additional Investor and the Company, Schedule A to the same extent as if originally a party hereto and this Agreement shall be bound by and entitled amended to set forth the benefits number 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 Initial Closing Date with respect to which there are Loans then outstandingShares, the New Lender(s) and/or the Lender(s) that have increased their Commitments shall make LoansInitial Subscription Amount, the proceeds of which will be used to prepay Maximum Second Closing Shares and the Loans of other Lenders, so that, after giving effect thereto, the resulting Loans outstanding are Maximum Second Subscription Amount 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 DateAdditional Investor.

Additional Commitments. (i) The Borrower and any one or more Lenders (including New Lenders) may, with shall have the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), right at any time and from time to time on or after the Effective Date, to agree that such Lenders shall obtain or with any Lender upon an increase in the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount Commitment of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not Lender or 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 add as 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, new Commitment another financial institution or other entity (each such Lender or other financial institution or entity, an “Additional Commitment Lender,” and each 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 shall borrow such Revolving Loans thereunder and make such prepayments of the other Revolving Loans as may be required in order to make the outstanding Revolving Loans under such Additional Commitment ratable with the Revolving Loans outstanding under the other Commitments, all in a “New 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 requirements for notice, minimum amounts, Interest Periods and other similar items, but any required prepayments shall become 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 enter into documentation reasonably satisfactory to the Borrower and the Administrative Agent to evidence and provide for its Additional Commitment. Any Additional Commitment Lender which is not a Lender for all purposes and shall be reasonably satisfactory 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)Administrative Agent. (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. (i) The Borrower Company may from time to time, by notice to Administrative Agent, request that, on the terms and any one or more subject to the conditions contained in this Agreement, Lenders (including New Lenders) mayand/or other financial institutions not then a party to this Agreement, with the consent of the that are approved by Administrative Agent (such consent approval not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the provide up to an aggregate amount of their Commitments by executing $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 or Potential Event of Default shall have occurred and delivering be continuing or result from the issuance of such additional Term Loans, (ii) after giving effect to such additional Term Loans, Company is in 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 an Increased Facility Activation Notice specifying shall use all reasonable efforts to arrange for Lenders or other financial institutions approved of by Administrative Agent and Company (asuch 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 increase additional Term Loans to the other Lenders or other financial institutions, subject to the approval of Administrative Agent and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders Company (such consent 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 the Commitments may not additional Term Loans shall be increased by an the amount greater than $500,000,000of the additional Term Loans agreed to be so provided, (ii) each increase effected pursuant to this paragraph the Pro Rata Shares of the respective Lenders in respect of the additional Term Loans shall be in a minimum amount of at least $5,000,000 and proportionally adjusted, (iii) no more than eight Increased Facility Closing Dates may be selected by the Borrower during the term if necessary, in respect of this Agreement. No Lender shall have any obligation to participate an increase in any increase described Term Loans, at such time and in this paragraph unless it agrees in writing to do so in its sole discretion. The such manner as Company and Administrative Agent shall promptly give notice agree, the Lenders who have in their sole discretion agreed to all 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 of as so adjusted and (iv) Company shall execute and deliver any additional Notes as any Lender may reasonably request or to 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 additional Term Loans provided for in this subsection 2.1A(v), conforming amendments shall be made to this Agreement and the other Loan Documents to reflect such increase. (ii) Any additional bank, financial institution or other entity which, with Term Loans 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 Borrower and the Administrative Agent, elects additional Term Loans to become a “Lender” under this Agreement share ratably 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 and the other Loan Documents with the other Term Loans made under this Agreement, (ii) to Sections 1 and 2 to provide, among other than things, for the additional Term Loans to share ratably with respect to the payment applicable Term Loans in the application of any fees or interest prior to the date such New Lender becomes a Lender). prepayments, (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 provide an amortization schedule for any additional Term Loans, and (iv) to include Lenders of the proceeds additional Term Loans in any determination of which will be used to prepay the Loans of other Lenders, so thatRequisite Lenders, after giving effect theretoRequisite 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 resulting incurrence of the additional Term Loans outstanding are allocated ratably among in compliance with this subsection 2.1A(v), and shall supersede any provisions in subsection 10.6 to the Lenders in accordance with Section 2.02 based on their respective unused Commitments after giving effect to such Increased Facility Closing Datecontrary.”

Additional Commitments. (i) The Borrower Company may from time to time, by notice to Administrative Agent, request that, on the terms and any one or more subject to the conditions contained in this Agreement, Lenders (including New Lenders) mayand/or other financial institutions not then a party to this Agreement, with the consent of the that are approved by Administrative Agent (such consent approval not to be unreasonably withheld or delayed), at any time after the Effective Date, agree that such Lenders shall obtain or increase the provide up to an aggregate amount of their Commitments by executing $10,000,000 in additional Revolving Loan Commitments; PROVIDED that no Event of Default or Potential Event of Default shall have occurred and delivering 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 an Increased Facility Activation Notice specifying shall use all commercially reasonable efforts to arrange for Lenders or other financial institutions approved of by Administrative Agent (asuch 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 increase and (b) additional Revolving Loan Commitments to the applicable Increased Facility Closing Date. Notwithstanding other Lenders or other financial institutions, subject to the foregoing, without the consent approval of the Required Lenders Administrative Agent (such consent 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 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 may not shall be increased by an the amount greater than $500,000,000of the additional Revolving Loan Commitments agreed to be so provided, (ii) each increase effected pursuant to this paragraph the Pro Rata Shares of the respective Lenders in respect of the Revolving Loan Commitments shall be in a minimum amount of at least $5,000,000 and proportionally adjusted, (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 if necessary, at such time and in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The such manner as Company and Administrative Agent shall promptly give notice agree, the Lenders who have in their sole discretion agreed to all 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 of as so adjusted, and (iv) Company shall execute and deliver any such increase. (ii) Any additional bank, financial institution Notes as any Lender may reasonably request or other entity which, amendments or modifications to this Agreement or any other Loan Document as Administrative Agent may reasonably request. In connection with the consent of the Borrower additional Revolving Loan Commitments provided for in this subsection 2.1A(iv), conforming amendments shall be made to this Agreement and the Administrative Agentother Loan Documents to reflect such additional Revolving Loans Commitments, elects including, without limitation, if applicable, conforming amendments: (i) to become a “Lender” under this Agreement provide for the additional Revolving Loans Commitments to share ratably 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 and the other Loan Documents (including the accrued interest in respect thereof) with the other than 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 respect to the payment applicable Loans in the application of any fees or interest prior to the date such New Lender becomes a Lender). prepayments, and (iii) On each Increased Facility Closing Date with respect to which there are Loans then outstanding, include Lenders of the New Lender(s) and/or the Lender(s) that have increased their additional Revolving Loan Commitments shall make Loans, the proceeds in any determination of which will be used to prepay the Loans of other Lenders, so thatRequisite Lenders, after giving effect theretoRequisite Class Lenders and Pro Rata Share. Any such amendment shall become effective when executed by the Administrative Agent and each Lender providing such additional Revolving Loan Commitments. 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 Revolving Loan Commitments to the resulting Loans outstanding are allocated ratably among incurrence of the Lenders additional Revolving Loan Commitments in accordance compliance with Section 2.02 based on their respective unused Commitments after giving effect this subsection 2.1A(iv), and shall supersede any provisions in subsection 10.6 to such Increased Facility Closing Datethe contrary.

Additional Commitments. (ia) 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 continuing 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 and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent and any Issuing Banks (such consent which consents shall not to be unreasonably withheld or delayedwithheld), at any time after offer one or more additional banks, financial institutions or other entities the Effective Date, agree that such Lenders shall obtain opportunity to participate in all or increase a portion of the amount of their Commitments by executing and delivering Proposed Increase Amount pursuant to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and paragraph (b) below. (b) Any Bank which agrees with the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not Borrower 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 its Commitment pursuant to this paragraph Section 2.13 shall execute a Commitment Increase Supplement with the Borrower and the Agent, substantially in the form of Exhibit C, whereupon such Bank shall be in a minimum bound by and entitled to the benefits of this Agreement with respect to the full amount of at least $5,000,000 its Commitment as so increased, and (iii) no more than eight Increased Facility Closing Dates may Schedule 2.01 shall be selected by deemed to be amended to so increase the Borrower during the term Commitment 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 increaseBank. (iic) Any additional bank, financial institution or other entity which, which agrees with the consent of Borrower to participate in the increased Commitments pursuant to this Section 2.13 shall execute an Additional Bank Supplement with 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-2D, whereupon such bank, financial institution or other entity (a an “New LenderAdditional Bank”) shall become a Lender 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 Agreement, and Schedule 2.01 shall be deemed to be amended to add the name and Commitment of such Additional Bank as so agreed; provided that the Commitment of any such Additional Bank shall be in an amount not less than $5,000,000. (other than with respect d) Notwithstanding anything to the payment contrary in this Section 2.13, (i) in no event shall the aggregate amount of increases in Commitments pursuant to this Section 2.13 exceed the sum of (x) $250,000,000 and (y) an amount equal to the aggregate amount of optional reductions of Commitments made by the Borrower pursuant to Section 2.11 of the Credit Agreement after the First Amendment Effective Date and (ii) no Bank shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion. It shall be a condition to the effectiveness of any fees or interest prior increase in the Commitments pursuant to this Section 2.13 that on the proposed effective date therefor that the conditions set forth in Sections 5.01(b) and (c) are then satisfied (and the Borrower shall be deemed to have made a representation and warranty as of such New Lender becomes a Lenderdate to such effect). (iiie) On each Increased Facility Closing Date 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 intention of minimizing expense to the 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 period for the Banks to receive ratable treatment 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 outstanding Standby 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.