Common use of Additional Commitments Clause in Contracts

Additional Commitments. The Parent Borrower may request, in minimum amounts of $10,000,000, at any time and from time to time that the existing Lenders increase their respective Commitments (and ratably increase their Multicurrency Revolving Subcommitment) and/or that additional Lenders be added to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased); provided, that (i) at the time of the relevant request, no Default or Event of Default shall have occurred and be continuing and that the representations and warranties of the Parent Borrower shall continue to be accurate in all material respects, and (ii) any such additional Lender shall be approved by the Administrative Agent and Issuing Lender (such approval not to be unreasonably withheld or delayed). Each existing Lender shall have the right (but not the obligation) to increase its Commitment based on its Revolving Percentage on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory to the Parent Borrower and the Administrative Agent (and subsequent to its delivery of a completed or revised administrative questionnaire to the Administrative Agent), each increasing or additional Lender shall be a “Lender” for all purposes hereunder with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay to the Administrative Agent its Revolving Percentage of the Loans (with interest rates and currencies applicable thereto as under this Agreement).

Additional Commitments. The Parent Borrower may request, in minimum amounts of $10,000,000, at At any time and from time to time that on and after the Second Restatement Effective Date and prior to the Final Maturity Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lenders increase their respective Commitments Lender) or assume a Commitment (and ratably increase their Multicurrency Revolving Subcommitmentin the case of any other lending institution) and/or that additional Lenders be added and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased)commit; provided, provided that (i) at the time of the relevant request, no Default or Event of Default shall have occurred and be continuing and that the representations and warranties of the Parent Borrower shall continue to be accurate in all material respectsthen exists, and (ii) the increase in the Total Commitment pursuant to any such additional Lender request shall be approved by in an aggregate amount of at least $16,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $175,000,000. Parent, Corp. and each such Lender or other lending institution (each, an “Assuming Lender”) which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent and Issuing Lender a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such approval not Lender’s Commitment to be unreasonably withheld or delayed). Each existing Lender shall have the right (but not the obligation) to increase its Commitment based on its Revolving Percentage effective on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory to the Parent Borrower and the Administrative Agent (and subsequent to its Business Day following delivery of a completed or revised administrative questionnaire such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each increasing or additional Lender shall be a “Lender” for all purposes hereunder Borrower shall, in coordination with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay to the Administrative Agent its and the Lenders, repay outstanding Revolving Percentage Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans (with interest rates and currencies applicable thereto as under contemplated by this Agreement)Section 1.16 shall be for the account of the respective Borrowers.

Additional Commitments. The Parent Borrower may request, in minimum amounts of $10,000,000, at At any time and from time prior to time the Maturity Date (as such date may be extended pursuant to Section 2.15), the Borrower may, by written notice (an “Increase Request”) to the Administrative Agent (which shall promptly deliver copies to the Lenders) request that the existing Lenders Total Commitment Amount be increased by the amount specified in such notice (any such increase their respective Commitments (herein called an “Incremental Commitment” and ratably increase their Multicurrency Revolving Subcommitment) and/or that additional Lenders be added any loans made pursuant to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increasedan Incremental Commitment herein called “Incremental Loans”); provided, however, that (i) at no Incremental Commitment shall be less than $5,000,000, (ii) the time aggregate Incremental Commitments requested by the Borrower hereunder shall in no event exceed $10,000,000, (iii) after giving effect to all Incremental Commitments requested by the Borrower hereunder, the Total Commitment Amount shall not exceed the lesser of (x) $50,000,000 or (y) 50% of the relevant requestAppraised Value of the Property, (iv) the proceeds of the Incremental Loans shall only be used in compliance with Section 2.6, (v) no Default or Event of Default shall have occurred and be continuing on the date on which any Incremental Commitment becomes effective or would result from such Incremental Commitment or from borrowing the Incremental Loans, (vi) the Incremental Loans shall bear the same interest rate and that shall have the representations same Maturity Date (as such date may be extended pursuant to Section 2.15) and warranties amortization schedule as the Initial Loans hereunder (i.e., there shall be no required prepayments prior to the Maturity Date, except upon acceleration pursuant to Article VII) and (vii) the Incremental Commitments and the Incremental Loans shall be subject to such other terms and conditions, the delivery of such documents (including documents required to reflect increases in the Mortgage and the Title Policy) and the payment of such fees and taxes (including origination fees in an amount equal to one-half of one percent of the Parent Incremental Commitment, legal fees and mortgage recording taxes on the increase in the amount of the Mortgage) as the Borrower, the Incremental Lenders and the Administrative Agent may agree. Each Incremental Loan and the collateral therefor will be pari passu with the Intial Loan. Each Increase Request shall specify the identity of each existing Lender and Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated and the amounts of such allocations (each such existing Lender (to the extent of its Incremental Commitment) and Eligible Assignee herein called an “Incremental Lender”); provided, however, that (A) the Borrower shall continue offer the Incremental Commitments to be accurate the existing Lenders before offering them to any Eligible Assignee that is not a Lender already, (B) any existing Lender approached to provide all or a portion of the Incremental Commitments may elect or decline, in its sole discretion, to provide all material respects, or any portion of such Incremental Commitment offered to it and (iiC) any such additional Eligible Assignee to whom the Borrower proposes any portion of the requested Incremental Commitments be allocated that is not already a Lender shall be approved by satisfactory to the Administrative Agent and Issuing Lender (such whose approval shall not to be unreasonably withheld or delayed). Each existing Lender ) and shall have the right (but not the obligation) become a party to increase its Commitment based on its Revolving Percentage on the same terms this Agreement by completing and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory to the Parent Borrower and the Administrative Agent (and subsequent to its delivery of a completed or revised administrative questionnaire to the Administrative Agent), each increasing or additional Lender shall be a “Lender” for all purposes hereunder with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay delivering to the Administrative Agent its Revolving Percentage a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Accession Agreement”). Upon the effectiveness of any Accession Agreement to which any Eligible Assignee is a party, (i) such Eligible Assignee shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) Schedule 1.1 shall be deemed to have been amended to reflect the Commitment of such Eligible Assignee as provided in such Accession Agreement. The Borrower shall borrow the full amount of each Incremental Commitment on the date such Incremental Commitment becomes effective. All Incremental Commitments shall constitute Commitments, all Incremental Loans (with interest rates shall constitute Loans, and currencies applicable thereto as under all Incremental Lenders shall constitute Lenders, for purposes of this Agreement)Agreement and all other Loan Documents.

Additional Commitments. The Parent Borrower may requestIndicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. Exhibit A - 1 Account Processing Services Fee Schedule Monthly Fee * System or Service Unit Price * Description * Account Analysis Per Account History Retention Regional Pricing Account Reconcilement Per Item Per Item History Retention Axxxxxx Systems Comply/Wire Comply/CTR ATM Special Services ATM Statement Print Services Balance File Transmissions ATM Auto Reissue from Hotcard ATM Visa Automated Exception Update ATM Card Access to Line of Credit (LOC) Audit Confirmation Reports Automated Clearinghouse Receiving Transactions/Items Originations Transactions/Items Originations Transactions/Items RJE Origination PDM’s (Company Processing) Tape Conversion * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. Monthly Fee * System or Service Unit Price * Description * Automated Clearinghouse (Cont.) ATM/POS File Processing Daily Transmissions (From ATM switches and/or Clearing Houses) Automated Returns ACH Item Notices Notification of Change Direct Line Receiving from Fed Direct Line Origination to Fed Payroll Processing Stop Payments/DNE FEDI Receiving FEDI Origination: Customer Implementation Customer Statement Implementation Per Record EPA (Electronic Payment Authorization) Risk Stop Payment Fee AA Interface for Extended Statistics Automated Settlement EDI Fax File to Expedite Browser Based Host Access Access and Installation Fee Bulk Filing * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. Monthly Fee * System or Service Unit Price * Description * Cxxxxxxx Products Fees are Per Institution ONUS Fraud Implementation ONUS Fraud Monthly Fee Deposit Fraud Implementation Deposit Fraud Monthly Fee Central Marketing File Implementation Fee Standard Build Special Options Build Off-Cycle Build Combined Interest Commercial Loans Consulting Services Coupon Books Credit Bureau Reporting Custom Interfaces (Including Mailbox, in minimum amounts FTP) Implementation Incoming Transmissions Outgoing Transmissions * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. Monthly Fee * System or Service Unit Price * Description * Custom Interfaces (Including Mailbox, FTP) (Cont.) FTP Internet Transmissions (FTP End Point User) Federated Investors Interface Customer Information File Address Labels Alpha-Key Merge 9-Digit Zip Code (ZIP+4) National Change of $10,000,000, at any time Address (NCOA) CRF Accounts (Alpha-Keys) CRF Miscellaneous Accounts (Non-Fiserv Applications) GEO Code Foreign Citizen Backup Withholding Global CRF Pricing Implementation CIF Loan Liability Profile Report CIF Request Report Account Comments Report Customer Comments Report Address Standardization Implementation * Indicates that material has been omitted and from time confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to time Rule 24b-2. Monthly Fee * System or Service Unit Price * Description * Customer Information File (Cont.) Address Standardization Run Address Standardization Request Report Address Standardization Monthly Fee Customer to Customer Implementation Customer to Customer Monthly Fee Customer Reporting System Delivery Point Bar Coding (DPBC) Barcoding Notices Data Access Service (DAS) Per Record/Report * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the existing Lenders increase their respective Commitments SEC pursuant to Rule 24b-2. Monthly Fee * System or Service Unit Price * Description * Data Access Service (Cont.) Storage Weekend Discounts Data Communications Data Communications Deconversion Deconversion Deluxe One Network Access Demand Deposits Transactions Processed Account Maintenance Interest Bearing Accounts Closed Accounts Current Day Transaction File History Retention: Seven Day Extended * Indicates that material has been omitted and ratably increase their Multicurrency Revolving Subcommitmentconfidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. Monthly Fee * System or Service Unit Price * Description * Demand Deposits (Cont.) and/or Mutual Funds Sweep Statement Zip Code Sort Service Charge Routine Implementation Service Charge Routine Change Accrual Adjustment Program Account Number Production Posting by Category Sort Option DD Kiting Suspect Report Combined Balance Service Charge Current Month NOW Sweep Fee Overnight Investments DD Sweep Transactions DD Sweep Notices Automatic Transfer Items Automatic Transfer Notices Prior Day BAI Interface File DD Daily Extract File Controlled Disbursements Escrow Management Rent Security Principal/Escrow IXXX Reporting Exception Processing Cash Letter Implementation * Indicates that additional Lenders be added material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to this Agreement as Lenders Rule 24b-2. Monthly Fee * System or Service Unit Price * Description * General Lxxxxx XX Base Fee Account Centers GL Transactions Budget: Current and Next Year Versions Working Year Version Optional Prior Year Version Optional Additional Budget Versions Outgoing Interface Extract Application Interfaces GL Maintenance GL Recurring Entries Reports EMR Reports Interface Report Implementation Interface Reports (As Passed Reports) IE Ledger Trial Balances & Transaction Reports Transaction History 90 Days Transaction History Host Disaster Contingency Planning Host/RJE Site Support InformEnt Data Collection Late Payment Interest Charge Late Payment Interest Charge Maturity Analysis Reporting * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal SEC pursuant to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased); provided, that (i) at the time of the relevant request, no Default Rule 24b-2. Monthly Fee * System or Event of Default shall have occurred and be continuing and that the representations and warranties of the Parent Borrower shall continue to be accurate in all material respects, and (ii) any such additional Lender shall be approved by the Administrative Agent and Issuing Lender (such approval not to be unreasonably withheld or delayed). Each existing Lender shall have the right (but not the obligation) to increase its Commitment based on its Revolving Percentage on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory to the Parent Borrower and the Administrative Agent (and subsequent to its delivery of a completed or revised administrative questionnaire to the Administrative Agent), each increasing or additional Lender shall be a “Lender” for all purposes hereunder with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay to the Administrative Agent its Revolving Percentage of the Loans (with interest rates and currencies applicable thereto as under this Agreement).Service Unit Price * Description * Microfiche/CDs Microfiche Originals Microfiche Duplicates

Additional Commitments. The Parent Borrower may request, in minimum amounts of $10,000,000, at At any time and from time to time that on and after the Second Restatement Effective Date and prior to the Final Maturity Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lenders increase their respective Commitments Lender) or assume a Commitment (and ratably increase their Multicurrency Revolving Subcommitmentin the case of any other lending institution) and/or that additional Lenders be added and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased)commit; provided, provided that (i) at the time of the relevant request, no Default or Event of Default shall have occurred and be continuing and that the representations and warranties of the Parent Borrower shall continue to be accurate in all material respectsthen exists, and (ii) the increase in the Total Commitment pursuant to any such additional Lender request shall be approved by in an aggregate amount of at least $9,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $75,000,000. Parent, Corp. and each such Lender or other lending institution (each, an “Assuming Lender”) which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent and Issuing Lender a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such approval not Lender’s Commitment to be unreasonably withheld or delayed). Each existing Lender shall have the right (but not the obligation) to increase its Commitment based on its Revolving Percentage effective on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory to the Parent Borrower and the Administrative Agent (and subsequent to its Business Day following delivery of a completed or revised administrative questionnaire such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each increasing or additional Lender shall be a “Lender” for all purposes hereunder Borrower shall, in coordination with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay to the Administrative Agent its and the Lenders, repay outstanding Revolving Percentage Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans (with interest rates and currencies applicable thereto as under contemplated by this Agreement)Section 1.16 shall be for the account of the respective Borrowers.

Additional Commitments. The Parent At any time following the date hereof, the Borrower may requestby written notice to the Administrative Agent elect to request an increase to the existing Class B Revolving Facility Commitments (any such increase, the “Additional Revolving Facility Commitments”) and/or the Class B Term Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”), by an amount not in excess of, when aggregated with the amount of Permitted Notes issued in reliance on Section 6.01(w)(i), the sum of (x) $400.0 million plus (y) $300.4 million which was exercised on the date hereof, in minimum the aggregate or a lesser amount in integral multiples of $10.0 million. For the avoidance of doubt, $400.0 million of such amount shall be available as of the date hereof after giving effect to this Agreement. Such notice shall (A) specify the date (an “Increased Amount Date”) on which the Borrower proposes that the Additional Commitments and, in the case of Additional Term Loan Commitments, the date for borrowing, as applicable, be made available, which shall be a date not less than five (5) Business Days (or, in the case of the exercise on the date hereof, one (1) Business Day) after the date on which such notice is delivered to the Administrative Agent and (B) offer each Revolving Facility Lender (in the case of Additional Revolving Facility Commitments) and/or Term Loan Lender (in the case of Additional Term Loan Commitments) the right to increase its Class B Revolving Facility Commitment and/or Class B Term Loan Commitment, as applicable, on a pro rata basis. The Borrower shall notify the Administrative Agent in writing of the identity of each Revolving Facility Lender, Term Loan Lender or other financial institution reasonably acceptable to the Administrative Agent (each, an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” or generally, an “Additional Lender”) to whom the Additional Commitments have been (in accordance with the prior sentence) allocated and the amounts of $10,000,000such allocations; provided that any Lender approached to provide all or a portion of the Additional Commitments may elect or decline, at any time in its sole discretion, to provide an Additional Commitment. Such Additional Commitments shall become effective as of such Increased Amount Date, and from time to time that in the existing Lenders increase their respective Commitments case of Additional Term Loan Commitments, such Additional Term Loans in respect hereof (and ratably increase their Multicurrency Revolving Subcommitment“Additional Term Loans”) and/or that additional Lenders shall be added to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until made on such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased)Increased Amount Date; provided, provided that (i1) at the time of the relevant request, no Default or Event of Default shall have occurred exist on such Increased Amount Date before or after giving effect to such Additional Commitments and be continuing and that Loans; (2) such increase in the representations and warranties of Class B Revolving Facility Commitments and/or the Parent Borrower shall continue to be accurate in all material respects, and (ii) any such additional Lender Class B Term Loan Commitments shall be approved evidenced by the Administrative Agent one or more joinder agreements executed and Issuing Lender (such approval not to be unreasonably withheld or delayed). Each existing Lender shall have the right (but not the obligation) to increase its Commitment based on its Revolving Percentage on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory to the Parent Borrower and the Administrative Agent (and subsequent to its delivery of a completed or revised administrative questionnaire to the Administrative Agent), each increasing or additional Lender shall be a “Lender” for all purposes hereunder with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay delivered to the Administrative Agent its Revolving Percentage by each Additional Lender, as applicable, and each shall be recorded in the register, each of which shall be subject to the requirements set forth in Section 2.17(e); and (3) the Borrower shall make any payments required pursuant to Section 2.16 in connection with the provisions of the Loans (with interest rates and currencies applicable thereto as under this Agreement)Additional Commitments.

Additional Commitments. The Parent Borrower may request, in minimum amounts of $10,000,000, at At any time and from time to time that on and after the Effective Date and prior to the Final Maturity Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lenders increase their respective Commitments Lender) or assume a Commitment (and ratably increase their Multicurrency Revolving Subcommitmentin the case of any other lending institution) and/or that additional Lenders be added and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased)commit; provided, provided that (i) at the time of the relevant request, no Default or Event of Default shall have occurred and be continuing and that the representations and warranties of the Parent Borrower shall continue to be accurate in all material respectsthen exists, and (ii) the increase in the Total Commitment pursuant to any such additional Lender request shall be approved by in an aggregate amount of at least $9,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $75,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent and Issuing Lender a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such approval not Lender's Commitment to be unreasonably withheld or delayed). Each existing Lender shall have the right (but not the obligation) to increase its Commitment based on its Revolving Percentage effective on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory to the Parent Borrower and the Administrative Agent (and subsequent to its Business Day following delivery of a completed or revised administrative questionnaire such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each increasing or additional Lender shall be a “Lender” for all purposes hereunder Borrower shall, in coordination with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay to the Administrative Agent its and the Lenders, repay outstanding Revolving Percentage Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans (with interest rates and currencies applicable thereto as under contemplated by this Agreement)Section 1.16 shall be for the account of the respective Borrowers.

Additional Commitments. The Parent Borrower may request, in minimum amounts of $10,000,000, at At any time and from time to time that on and after the Restatement Effective Date and prior to the Final Maturity Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lenders increase their respective Commitments Lender) or assume a Commitment (and ratably increase their Multicurrency Revolving Subcommitmentin the case of any other lending institution) and/or that additional Lenders be added and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased)commit; provided, provided that (i) at the time of the relevant request, no Default or Event of Default shall have occurred and be continuing and that the representations and warranties of the Parent Borrower shall continue to be accurate in all material respectsthen exists, and (ii) the increase in the Total Commitment pursuant to any such additional Lender request shall be approved by in an aggregate amount of at least $16,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $175,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent and Issuing Lender a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such approval not Lender's Commitment to be unreasonably withheld or delayed). Each existing Lender shall have the right (but not the obligation) to increase its Commitment based on its Revolving Percentage effective on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory to the Parent Borrower and the Administrative Agent (and subsequent to its Business Day following delivery of a completed or revised administrative questionnaire such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each increasing or additional Lender shall be a “Lender” for all purposes hereunder Borrower shall, in coordination with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay to the Administrative Agent its and the Lenders, repay outstanding Revolving Percentage Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans (with interest rates and currencies applicable thereto as under contemplated by this Agreement)Section 1.16 shall be for the account of the respective Borrowers.

Additional Commitments. The Parent Borrower may request, in minimum amounts of $10,000,000, shall have the right at any time and from time to time on or after the Effective Date, to agree with any Lender upon an increase in the Commitment of such Lender or to add as a “Lender” with a new Commitment another financial institution or other entity (each such Lender or other financial institution or entity, an “Additional Commitment Lender,” and each such Commitment, an “Additional Commitment”), provided that the existing Lenders increase their respective Commitments (and ratably increase their Multicurrency Revolving Subcommitment) and/or that additional Lenders be added to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased); provided, that (i) at the time aggregate amount of the relevant requestAdditional 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, no Default reduced or Event of Default 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 have occurred borrow such Revolving Loans thereunder and be continuing and that the representations and warranties make such prepayments of the Parent Borrower shall continue other Revolving Loans as may be required in order to be accurate make the outstanding Revolving Loans under such Additional Commitment ratable with the Revolving Loans outstanding under the other Commitments, all in all material respects, and (ii) any such additional Lender shall be approved a manner as reasonably determined by the Administrative Agent in consultation with the Borrower and Issuing Lender (the relevant Additional Commitment Lender, it being understood that such approval not 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 in any event be unreasonably withheld or delayed)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 existing Additional Commitment Lender shall have the right (but not the obligation) to increase its Commitment based on its Revolving Percentage on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form enter into documentation reasonably satisfactory to the Parent Borrower and the Administrative Agent (to evidence and subsequent to provide for its delivery of Additional Commitment. Any Additional Commitment Lender which is not a completed or revised administrative questionnaire Lender shall be reasonably satisfactory to the Administrative Agent), each increasing or additional Lender shall be a “Lender” for all purposes hereunder with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay to the Administrative Agent its Revolving Percentage of the Loans (with interest rates and currencies applicable thereto as under this Agreement).

Additional Commitments. The Parent Borrower may request, in minimum amounts of $10,000,000, at any time and from time to time that the existing Lenders increase their respective Commitments (and ratably increase their Multicurrency Revolving Subcommitment) and/or that additional Lenders be added to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased); provided, that (i) at At any time following the time of Fourth Amendment Effective Date, the relevant requestBorrower may by written notice to the Administrative Agent elect to request an increase to the existing Revolving Facility Commitments (any such increase, no Default or Event of Default the “Additional Revolving Facility Commitments”) and/or the Term B Loan Commitments (any such increase, the “Additional Term Loan Commitments” and together with the Additional Revolving Facility Commitments, if any, the “Additional Commitments”). Such notice shall have occurred and be continuing and (A) specify the date (an “Increased Amount Date”) on which the Borrower proposes that the representations and warranties Additional Commitments and, in the case of Additional Term Loan Commitments, the Parent Borrower shall continue to date for borrowing, as applicable, be accurate in all material respectsmade available, and (ii) any such additional Lender which shall be approved by a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent and Issuing (B) offer each Revolving Facility Lender (such approval not to be unreasonably withheld or delayed). Each existing in the case of Additional Revolving Facility Commitments) and/or Term B Loan Lender shall have (in the case of Additional Term Loan Commitments) the right (but not the obligation) to increase its Revolving Facility Commitment based and/or Term B Loan Commitment, as applicable, on its a pro rata basis. The Borrower shall notify the Administrative Agent in writing of the identity of each Revolving Percentage on the same terms and conditions being offered Facility Lender, Term B Loan Lender or other financial institution reasonably acceptable to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory to the Parent Borrower and the Administrative Agent (and subsequent to its delivery of a completed or revised administrative questionnaire to the Administrative Agent)each, each increasing or additional Lender shall be a an “Additional Revolving Facility Lender,” an “Additional Term Loan Lender” for or generally, an “Additional Lender”) to whom the Additional Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all purposes hereunder with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage portion of the Aggregate Exposure and Additional Commitments may elect or decline, in its sole discretion, to pay to the Administrative Agent its Revolving Percentage of the Loans (with interest rates and currencies applicable thereto as under this Agreement)provide an Additional Commitment.

Additional Commitments. The Parent Borrower may requestOn or after the Closing Date, in minimum amounts of $10,000,000, at any time and from time to time that the existing Lenders increase their respective Commitments (and ratably increase their Multicurrency Revolving Subcommitment) and/or that additional Lenders be added to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased); provided, that (i) at the time of the relevant request, if no Default or Event of Default shall have occurred and be continuing and that at such time, the representations and warranties Borrower may, if it so elects, increase the aggregate amount of the Parent Tranche A Commitments and the Tranche B Commitments (each tranche expressed in Australian Dollars), either by designating a Person not theretofore a Bank to become a Bank or by agreeing with an existing Bank that such Bank’s Tranche A Commitment and/or Tranche B Commitment shall be increased (which increase by any such existing Bank shall be at such existing Bank’s sole discretion). Upon execution and delivery by the Borrower and such Bank or other Person of an instrument of assumption in form reasonably satisfactory to the Facility Agent, such existing Bank shall have a Tranche A Commitment and/or Tranche B Commitment as therein set forth, or such other Person shall become a Bank with a Tranche A Commitment and/or Tranche B Commitment as therein set forth and all the rights and obligations of a Bank with such a Tranche A Commitment and/or Tranche B Commitment hereunder; provided that (i) the Borrower shall continue provide prompt notice of such increase to be accurate in all material respectsthe Facility Agent, which shall promptly notify the other Banks and (ii) the amount of such increase, together with all other increases in the aggregate amount of the Tranche A Commitments and the Tranche B Commitments pursuant to this Section 2.1(c), does not exceed an aggregate amount of A$1,000,000,000. Upon any increase in the aggregate amount of the Tranche A Commitments pursuant to this Section 2.1(c), at the end of the then current Interest Period with respect to each Group of Tranche A Loans then outstanding, the Borrower shall prepay such additional Lender Group in its entirety, and, to the extent the Borrower elects to do so and subject to the conditions specified in Article III, the Borrower shall be approved then reborrow Tranche A Loans from the Tranche A Banks in proportion to their respective Tranche A Commitments after giving effect to such increase, until such time as all outstanding Tranche A Loans are held by the Administrative Agent and Issuing Lender (Tranche A Banks in such approval not proportion. Upon any increase in the aggregate amount of the Tranche B Commitments pursuant to be unreasonably withheld or delayedthis Section 2.1(c). Each existing Lender , at the end of the then current Interest Period with respect to each Group of Tranche B Loans then outstanding, the Borrower shall have the right (but not the obligation) to increase prepay such Group in its Commitment based on its Revolving Percentage on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory entirety, and, to the Parent extent the Borrower elects to do so and the Administrative Agent (and subsequent to its delivery of a completed or revised administrative questionnaire subject to the Administrative Agent)conditions specified in Article III, each increasing or additional Lender the Borrower shall be a “Lender” for then reborrow Tranche B Loans from the Tranche B Banks in proportion to their respective Tranche B Commitments after giving effect to such increase, until such time as all purposes hereunder with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any outstanding Tranche B Loans are held by the Tranche B Banks in such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay to the Administrative Agent its Revolving Percentage of the Loans (with interest rates and currencies applicable thereto as under this Agreement)proportion.

Additional Commitments. The Parent Borrower may request, in minimum amounts of $10,000,000, at At any time and from time to time that on and after the Effective Date and prior to the Final Maturity Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lenders increase their respective Commitments Lender) or assume a Commitment (and ratably increase their Multicurrency Revolving Subcommitmentin the case of any other lending institution) and/or that additional Lenders be added and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased)commit; provided, provided that (i) at the time of the relevant request, no Default or Event of Default shall have occurred and be continuing and that the representations and warranties of the Parent Borrower shall continue to be accurate in all material respectsthen exists, and (ii) the increase in the Total Commitment pursuant to any such additional Lender request shall be approved by in an aggregate amount of at least $16,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $175,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent and Issuing Lender a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such approval not Lender's Commitment to be unreasonably withheld or delayed). Each existing Lender shall have the right (but not the obligation) to increase its Commitment based on its Revolving Percentage effective on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory to the Parent Borrower and the Administrative Agent (and subsequent to its Business Day following delivery of a completed or revised administrative questionnaire such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each increasing or additional Lender shall be a “Lender” for all purposes hereunder Borrower shall, in coordination with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay to the Administrative Agent its and the Lenders, repay outstanding Revolving Percentage Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans Pro rata on the basis of their Commitments (after giving effect to any increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans (with interest rates and currencies applicable thereto as under contemplated by this Agreement)Section 1.16 shall be for the account of the respective Borrowers.

Additional Commitments. The Parent Upon the request of Administrative Borrower may request, in minimum amounts of $10,000,000, at any time and ---------------------- from time to time that after the existing Closing Date and in accordance with Section 15.1, ------------ Additional Commitments hereunder may be issued to Lenders increase their respective Commitments (and ratably increase their Multicurrency Revolving Subcommitment) and/or that additional Lenders be added to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased)or New Lenders; provided, however, that (i) at Administrative Borrower may not request Additional -------- ------- Commitments be issued during the time continuance of the relevant request, no a Default or Event of Default shall have occurred Default; and provided, further, that Administrative Borrower may not request Additional -------- ------- Commitments which exceed $25,000,000 in the aggregate. Persons not then Lenders may be continuing and that included as New Lenders having Additional Commitments with the representations and warranties written approval of the Parent Agent, in its sole discretion. Prior to the effectiveness of any Additional Commitments, Administrative Borrower shall continue (a) provide revised projections to Agent and Lenders, which shall be accurate in form and substance satisfactory to the Agent and which shall demonstrate Borrowers' ability to timely repay all material respectsObligations hereunder after the issuance of such Additional Commitments and to comply with the covenants contained in Section 7.20 hereof, (b) provide Agent with all other information that it may reasonably request, and (iic) any pay to Agent, for its own account or the account of the New Lender, as may be determined by Agent, such additional Lender shall arrangement and upfront fees as may be approved required by Agent in connection with the Administrative Agent and Issuing Lender (such approval not to be unreasonably withheld or delayed)issuance of the Additional Commitment. Each existing Lender or New Lender issuing an Additional Commitment shall have the right (but not the obligation) execute and deliver to increase its Commitment based on its Revolving Percentage on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory Agent an Assumption Agreement prior to the Parent Borrower and the Administrative Agent (and subsequent to its delivery effectiveness of a completed or revised administrative questionnaire to the Administrative Agent), each increasing or additional Lender such Additional Commitment. Funds advanced under any Additional Commitments shall be a “Lender” for all purposes constitute Advances and be Obligations hereunder with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of under the Aggregate Exposure and to pay to the Administrative Agent its Revolving Percentage of the Loans (with interest rates and currencies applicable thereto as under this Agreement)Loan Documents.

Additional Commitments. The Parent Borrower may request, in minimum amounts of $10,000,000, at At any time prior to the Maturity Date, Borrower and Time Warner, acting together, may from time to time time, by written notice to the Administrative Agent (which shall promptly deliver a copy to the Lenders) executed by Borrower and Time Warner and one or more financial institutions that the existing Lenders increase their respective Commitments qualify as Eligible Assignees (and ratably increase their Multicurrency Revolving Subcommitmentany such financial institution, which may include any Lender, referred to in this Section as an “Incremental Facility Lender”) and/or that additional Lenders add one new tranche of term facilities by requesting new term loan commitments to be added (any such new tranche an “Incremental Facility” and any loans made pursuant to this Agreement as Lenders with Commitments an Incremental Facility, “Incremental Loans”) in an amount for each Incremental Lender (which shall not be less than $5,000,000) set forth in such notice and pro rata Multicurrency Revolving Subcommitmentsin aggregate principal amount not to exceed the lesser of (x) until such time as $261,034,000 and (y) the Total Commitments are equal to $700,000,000 (and that then outstanding amount of the Multicurrency Sublimit is so ratably increased)2015 Notes; provided, provided that (i) at no Lender shall have any obligation to provide any Incremental Loans pursuant to this Section, (ii) the time proceeds of the relevant requestIncremental Loans shall only be used for CME to repay the principal of the 2015 Notes, (iii) each Incremental Facility Lender, if not already a Lender hereunder, shall be reasonably satisfactory to the Administrative Agent (which approval shall not be unreasonably withheld), (iv) each Incremental Facility Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent, Borrower and Time Warner (an “Accession Agreement”), (v) no Default or Event of Default shall have has occurred and is continuing, (vi) the interest rate applicable to any Incremental Facility will bear an interest rate acceptable to the Incremental Facility Lenders, Borrower and Time Warner, and (vii) the maturity date with respect to any Incremental Loans shall be continuing and that November 1, 2019. Upon the representations and warranties effectiveness of the Parent Borrower any Accession Agreement to which any Incremental Lender is a party, (i) such Incremental Facility Lender shall continue thereafter be deemed to be accurate in a party to this Agreement and shall be entitled to all material respectsrights, benefits and privileges accorded a Lender and subject to all obligations of a Lender hereunder and (ii) any such additional Lender Schedule 2.01 shall be approved by deemed to have been amended to reflect the Administrative Agent and Issuing Lender (such approval not to be unreasonably withheld or delayed). Each existing Lender shall have the right (but not the obligation) to increase its Commitment based on its Revolving Percentage on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment of such Incremental Lender as provided in a form satisfactory such Accession Agreement. Incremental Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Facility Amendment”) of this Agreement and, as appropriate, the Parent Borrower other Credit Documents, executed by Borrower, Guarantor and, as appropriate, the Subsidiary Guarantors, each Incremental Facility Lender participating in such tranche of Incremental Loans and the Administrative Agent (and subsequent to its delivery of a completed or revised administrative questionnaire to the Administrative Agent), each increasing or additional Lender shall be a “Lender” for all purposes hereunder with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay to the Administrative Agent its Revolving Percentage of the Loans (with interest rates and currencies applicable thereto as under this Agreement).

Additional Commitments. The Parent Provided there exists no Default, the Borrower may request, in minimum amounts of $10,000,000, at any time and from time to time that the existing Lenders increase their respective Commitments (and ratably increase their Multicurrency Revolving Subcommitment) and/or that additional Lenders be added to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased); provided, that (i) at the time on behalf of the relevant requestBorrower and Guarantors may, no Default or Event on any Business Day after the date hereof, without the consent of Default shall have occurred and be continuing and that any Bank but with the representations and warranties written consent of the Parent Borrower shall continue to be accurate in all material respects, and (ii) any such additional Lender shall be approved by the Administrative Agent and Issuing Lender (such approval which consent shall not to be unreasonably withheld or delayed). Each existing Lender shall have , obtain additional Commitments by delivering a Commitment Amount Increase Request at least five (5) Business Days prior to the right desired effective date of such increase (but not the obligation“Commitment Amount Increase") to increase its Commitment based on its Revolving Percentage on the same terms and conditions being offered to any identifying an additional Lenders. By its signature of a confirmation of its increased Bank (or additional Commitment agreed to be made by any existing Bank) and the amount of its Commitment (or additional Commitment); provided, however, that any increase in a form satisfactory the aggregate amount of the Commitments to an amount in excess of U.S. $400,000,000 will require the approval of the Required Banks; provided further that prior to approaching an additional Bank, the Borrower shall have offered to the Parent existing Banks the opportunity to provide an additional Commitment. The effective date of the Commitment Amount Increase shall be agreed upon by the Borrower and the Administrative Agent Agent. Upon the effectiveness thereof, each new Bank (and subsequent or, if applicable, each existing Bank which consented to an additional Commitment) shall advance Loans in an amount equal to its delivery of a completed or revised administrative questionnaire to Commitment, at which time the Administrative Agent), each increasing or additional Lender Commitments shall expire. It shall be a “Lender” for all purposes hereunder with condition to such effectiveness that no Euro-Dollar Loans be outstanding on the date of such 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 contrary, no Bank shall have any obligation to agree to provide an additional Commitment and no Bank’s Commitment shall be increased without its increased or additional Commitmentconsent thereto, and Schedule 1.1A shall be automatically amended each Bank may at its option, unconditionally and without cause, decline to reflect provide any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay to the Administrative Agent its Revolving Percentage of the Loans (with interest rates and currencies applicable thereto as under this Agreement).

Additional Commitments. The Parent Borrower may request, in minimum amounts of $10,000,000, at At any time and from time to time that on and after the Restatement Effective Date and prior to the Final Maturity Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lenders increase their respective Commitments Lender) or assume a Commitment (and ratably increase their Multicurrency Revolving Subcommitmentin the case of any other lending institution) and/or that additional Lenders be added and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased)commit; provided, provided that (i) at the time of the relevant request, no Default or Event of Default shall have occurred and be continuing and that the representations and warranties of the Parent Borrower shall continue to be accurate in all material respectsthen exists, and (ii) the increase in the Total Commitment pursuant to any such additional Lender request shall be approved by in an aggregate amount of at least $9,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $75,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent and Issuing Lender a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such approval not Lender's Commitment to be unreasonably withheld or delayed). Each existing Lender shall have the right (but not the obligation) to increase its Commitment based on its Revolving Percentage effective on the same terms and conditions being offered to any additional Lenders. By its signature of a confirmation of its increased or additional Commitment in a form satisfactory to the Parent Borrower and the Administrative Agent (and subsequent to its Business Day following delivery of a completed or revised administrative questionnaire such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each increasing or additional Lender shall be a “Lender” for all purposes hereunder Borrower shall, in coordination with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay to the Administrative Agent its and the Lenders, repay outstanding Revolving Percentage Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans (with interest rates and currencies applicable thereto as under contemplated by this Agreement)Section 1.16 shall be for the account of the respective Borrowers.

Additional Commitments. The Parent Borrower may request, in minimum amounts of $10,000,000, shall have the right at any time and from time to time on or after the Second Amendment Effective Date, to agree with any Lender upon an increase in the Commitment of such Lender or to add as a “Lender” with a new Commitment another financial institution or other entity (each such Lender or other financial institution or entity, an “Additional Commitment Lender,” and each such Commitment, an “Additional Commitment”), provided that the existing Lenders increase their respective aggregate amount of the Additional Commitments obtained on or after the Second Amendment Effective Date shall not exceed $250,000,000 and the aggregate amount of the Extended Commitments (and ratably increase their Multicurrency Revolving Subcommitmentincluding any Additional Commitments) and/or that additional Lenders shall not at any time exceed $1,000,000,000. Each Additional Commitment shall be added to this Agreement as Lenders with Commitments (and pro rata Multicurrency Revolving Subcommitments) until such time as the Total Commitments are equal to $700,000,000 (and that the Multicurrency Sublimit is so ratably increased); provided, that (i) at the time an Extended Commitment of the relevant requestAdditional Commitment Lender in the full amount thereof, no Default as such amount may be (a) reduced from time to time pursuant to Section 2.07 and (b) as to any Additional Lender or Event of Default 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 have occurred borrow such Revolving Loans thereunder and be continuing and that the representations and warranties make such prepayments of the Parent Borrower shall continue other Revolving Loans as may be required in order to be accurate make the outstanding Revolving Loans under such Additional Commitment ratable with the Revolving Loans outstanding under the other Commitments, all in all material respects, and (ii) any such additional Lender shall be approved a manner as reasonably determined by the Administrative Agent in consultation with the Borrower and Issuing Lender (the relevant Additional Commitment Lender, it being understood that such approval not 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 in any event be unreasonably withheld or delayed)subject to Section 2.15. Each existing Lender The terms applicable to any Additional Commitment and the Revolving Loans hereunder shall have the right (but not the obligation) to increase its Commitment based on its Revolving Percentage on be the same terms as are applicable to the Extended Commitments and conditions being offered to any additional Lendersthe Extended Revolving Loans. By its signature of a confirmation of its increased or additional Each Additional Commitment in a form Lender shall enter into documentation reasonably satisfactory to the Parent Borrower and the Administrative Agent (to evidence and subsequent to provide for its delivery of Additional Commitment. Any Additional Commitment Lender which is not a completed or revised administrative questionnaire Lender shall be reasonably satisfactory to the Administrative Agent). In connection with any Additional Commitment Lender made after the Second Amendment Effective Date the Borrower may pay the relevant Additional Commitment Lender, each increasing directly or additional Lender shall be a “Lender” for all purposes hereunder with its increased or additional Commitment, and Schedule 1.1A shall be automatically amended to reflect any such additional Lender’s new Commitment and any such increasing Lender’s new Commitment. Upon increasing its Commitment or becoming a “Lender” hereunder, each Lender shall automatically be responsible for its Revolving Percentage of the Aggregate Exposure and to pay to through the Administrative Agent its Revolving Percentage of the Loans (Agent, such fees with interest rates and currencies applicable respect thereto as under this Agreement)it may agree with such Additional Commitment Lender.